Terms of Service

1. Agreement to These Terms

These Terms of Service form a binding agreement between you and the Company. They apply to every visitor of our website, every site partner that hosts our machines or kiosks and every user of a related service. By using the services, you confirm that you have read, understood and accepted these terms together with our Privacy Policy.

If you use the services on behalf of a business or another legal entity, you represent that you have authority to bind that entity. In that case, references to you include that entity. If you do not accept these terms, you must stop using the services and must not access the restricted parts of our website or portals.

2. Definitions

In these terms, Services means the unattended retail systems and related offerings provided by the Company, including website access, client portals, machine placement, telemetry, restock routing, cashless payment integration, planogram design and maintenance. Site Partner means a business or venue that hosts one or more machines or kiosks under an agreement with the Company.

Machine means a vending unit, kiosk or similar device operated under our program. Telemetry means the data reported by a machine about its condition and activity. Content means text, images, data, software and other materials made available through the services. Agreement means these terms, any order or statement of work and any additional terms expressly incorporated by reference.

3. Services Provided

The Company designs, places and operates unattended retail systems for Utah sites. Our offerings include machine placement programs, kiosk telemetry and alerts, restock route planning, cashless payment integration, product planogram design and a service and maintenance desk. Each engagement is described in a written plan or statement of work that sets out scope, machine types, counts, locations and service expectations.

We may improve, modify or discontinue a feature of the services at any time. Where a change materially affects an active service commitment, we will provide reasonable notice to affected site partners. We do not guarantee that any particular machine model, product or feature will remain available, and we may substitute comparable equipment or components when needed to keep a program running.

4. Eligibility and Authority

You must be at least the age of majority in your jurisdiction and have the legal capacity to enter into this agreement to use the services on behalf of a business. You must provide accurate and current information when you contact us, register for a portal or enter into a service agreement.

You are responsible for maintaining the confidentiality of any credentials issued to you and for all activity that occurs under your account. Notify us promptly if you believe your credentials have been lost, stolen or misused. We may suspend access where we reasonably suspect unauthorised use or a security risk.

5. Site Partner Obligations

A site partner agrees to provide safe and timely access to the machine locations during agreed service windows. This includes access for installation, restocking, maintenance, inspection and removal of equipment. The site partner must inform us of any site specific rules, hazards, restricted areas or security procedures that affect our work.

The site partner is responsible for the condition of the premises, including the floor, walls and electrical infrastructure where a machine is placed. The site partner must not move, relocate, modify or tamper with a machine without our written consent. The site partner must report damage, theft, vandalism or suspected tampering without undue delay so we can secure the unit and protect the program.

6. Machine Placement and Access

The Company plans placement based on a site survey, foot traffic, power availability and service access. The placement plan is confirmed in writing before equipment is ordered. The site partner grants the Company a licence to install and keep equipment at the approved locations for the term of the agreement and for a reasonable period needed to remove it after termination.

Machines remain the property of the Company unless a separate sale is expressly agreed in writing. The site partner must not pledge, sell, encumber or create a security interest over any machine. If the site partner wishes to relocate equipment, it must submit a request and obtain written approval, so that power, telemetry and routing can be updated correctly.

7. Power, Network and Utilities

The site partner provides electrical power at the approved locations in accordance with the agreed specification. Unless otherwise stated in the statement of work, the site partner bears the cost of that power. The site partner must ensure that outlets, circuits and protective devices are installed and maintained by qualified persons and comply with applicable codes.

Where a machine requires network connectivity and the site partner provides it, the site partner must keep the connection available and inform us of any planned outage or change to network credentials. Where the Company provides connectivity, we manage the service and the related equipment. Unplanned loss of power or network may interrupt telemetry and cashless payment, and the Company is not liable for consequences that flow from infrastructure outside its control.

8. Telemetry and Connected Devices

Machines may report telemetry such as sales counts, stock levels, temperature, door events, coin and bill levels, reader status, error codes and uptime. The site partner consents to this reporting so the Company can keep machines full and online, forecast demand and dispatch service efficiently.

The site partner acknowledges that telemetry is central to the services and must not block, disable or interfere with connectivity except during a mutually agreed maintenance window. The Company may use aggregated and de identified telemetry to benchmark performance and improve its offerings, in line with our Privacy Policy.

9. Cashless Payment Terms

Cashless payment is processed by regulated payment providers. The Company configures and integrates the payment hardware and software, but it does not act as a bank, card issuer or payment institution. Payment authorisation, settlement timing and chargeback handling are governed by the relevant provider agreements and network rules.

The site partner acknowledges that card and wallet transactions depend on third party networks and may be unavailable during provider outages. The Company will use reasonable efforts to restore service and may enable fallback acceptance methods during an outage. The Company is not responsible for losses caused solely by a provider failure, but it will cooperate with the site partner and the provider to resolve disputes.

10. Restock, Planogram and Merchandise

The Company plans restock routes using telemetry and demand forecasts, and it designs planograms to match site preferences. Unless otherwise agreed, the Company selects the merchandise mix and owns the stock until it is sold. The site partner may request planogram changes, and the Company will consider them against space, shelf capacity and sales data.

Expired or damaged stock is removed during restock visits. The Company sets the retail prices for products it sells through the machines, unless the statement of work provides otherwise. Product availability may vary because of supplier constraints, and the Company may substitute comparable items while keeping the planogram accurate and the machine fully merchandised.

11. Service and Maintenance

The Company maintains the equipment it owns and operates. Maintenance includes preventive checks, fault diagnosis, repairs and replacement of worn parts. Where a machine is owned by the site partner and included in a service plan, the scope of coverage is set out in the statement of work, and parts or work outside that scope may be quoted separately.

Service response windows are matched to site tempo and are described in the agreement. The Company logs each visit against the unit. The site partner must not attempt repairs itself and must report faults through the agreed channels so the correct technician can be dispatched with the right parts.

12. Fees, Invoicing and Payment

Fees, if any, are stated in the statement of work or order. Depending on the program, the Company may operate on a commission model, a service fee model or a hybrid. Invoices are issued on the agreed cycle and are payable within the stated period. Amounts are exclusive of taxes unless expressly stated, and the site partner is responsible for applicable taxes other than taxes on the Company net income.

Late amounts may accrue interest at the rate stated in the agreement or, if none is stated, the maximum rate allowed by law. The Company may suspend services for non payment after providing notice. The site partner is responsible for charges arising from damage, misuse or site conditions that cause repeated service calls outside the agreed scope.

13. Refunds and Adjustments

Customer refund requests for a failed vend are handled according to the policy posted at the machine or the location, and the Company may issue a refund where a valid claim is confirmed. Site partners should direct customer complaints to the contact details shown on the machine or on our website so the transaction can be located and reviewed.

Billing adjustments for site partners are reviewed against the transaction and telemetry record. Where a reported issue is confirmed by the data, the Company will correct the account. Refunds are issued through the original payment method where possible, and processing times depend on the payment provider and the customer bank.

14. Intellectual Property

The Company owns or licenses all rights in its website, software, telemetry platform, planogram tools, documentation, branding and Content. These terms grant you a limited, non exclusive, non transferable right to use the services for their intended purpose. You may not copy, modify, distribute, reverse engineer or create derivative works from our materials except as expressly permitted in writing.

Site partners retain ownership of their own site data and business information. The Company retains ownership of aggregated, de identified data derived from the operation of its services. Feedback you provide may be used by the Company without restriction or obligation, provided it does not identify you publicly without consent.

15. Acceptable Use

You agree not to misuse the services. You must not attempt to gain unauthorised access to any system, network or account, interfere with the normal operation of a machine or portal, introduce malicious code, probe for vulnerabilities without written permission or use the services to violate any law.

You must not use the services to transmit unlawful, harmful or deceptive material, to infringe the rights of others or to disrupt the experience of other users. The Company may investigate suspected misuse, cooperate with authorities and suspend or terminate access where a violation is reasonably believed to have occurred.

16. Confidentiality

Each party may receive confidential information from the other in the course of the engagement. Confidential information includes business plans, pricing, site performance data, technical designs and any information marked or reasonably understood to be confidential. Each party agrees to protect the confidential information of the other with at least reasonable care and to use it only for the purposes of the agreement.

Confidentiality obligations do not apply to information that is public through no fault of the receiving party, that was already lawfully known, that is independently developed or that must be disclosed by law, provided the receiving party gives prompt notice where permitted and reasonable assistance to limit the disclosure.

17. Disclaimer of Warranties

The services are provided on an as available basis. To the maximum extent permitted by law, the Company disclaims all warranties, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title and non infringement. The Company does not warrant that the services will be uninterrupted, error free or completely secure.

The Company does not warrant any specific sales result, revenue outcome or customer satisfaction level, because those depend on factors outside its control such as site traffic, product demand and site conditions. The site partner is responsible for its own decisions about the products, prices and placement it requests, subject to the agreed plan.

18. Limitation of Liability

To the maximum extent permitted by law, the Company will not be liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost data or business interruption, even if advised of the possibility of such damages. This limitation applies to claims arising from or related to the services or these terms.

To the maximum extent permitted by law, the total liability of the Company for all claims arising out of or relating to the agreement will not exceed the amount of fees paid or payable by the site partner to the Company in the twelve months preceding the event giving rise to the claim, or a reasonable equivalent for non fee programs. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

19. Indemnification

You agree to indemnify and hold harmless the Company, its officers, employees, contractors and agents from claims, damages, losses, liabilities and expenses, including reasonable legal fees, arising from your use of the services, your breach of these terms, your violation of law or the rights of a third party, or the condition of a site you control.

The Company will provide prompt notice of any claim it seeks indemnity for and will reasonably cooperate in the defence. The Company reserves the right to assume exclusive control of the defence of any matter subject to indemnity, and you agree not to settle a matter in a way that imposes obligations on the Company without its written consent.

20. Term, Suspension and Termination

The agreement continues for the term stated in the statement of work and renews as provided there. Either party may terminate for material breach if the breach is not cured within the stated cure period after written notice. Either party may terminate for convenience as permitted in the statement of work, subject to the notice period stated there.

The Company may suspend services immediately where necessary to protect safety, security or the integrity of the systems, or where a site condition makes operation unsafe or unworkable. On termination, the site partner must allow the Company reasonable access to remove its equipment and settle outstanding amounts. Provisions that by their nature should survive termination, including payment, confidentiality, liability and governing law, will continue to apply.

21. Force Majeure

Neither party is liable for a failure or delay in performance caused by events beyond its reasonable control. Such events include natural disasters, severe weather, fire, flood, war, civil unrest, epidemic or pandemic, labour disputes, utility or network failure, supplier failure, transport disruption and government action.

The affected party will notify the other as soon as reasonably possible and will use reasonable efforts to resume performance. If a force majeure event continues for an extended period, either party may terminate the affected services on written notice, and the Company will remove its equipment when conditions allow and settle any amounts already due.

22. Governing Law and Disputes

These terms are governed by the laws of the State of Utah and the applicable laws of the United States, without regard to conflict of law rules. The parties will attempt to resolve any dispute through good faith discussion before pursuing formal proceedings. Notices of dispute should be sent to the contact details below and will be acknowledged promptly.

Subject to any mandatory rule that gives you a right to proceed elsewhere, the exclusive venue for disputes that cannot be resolved informally will be the state or federal courts located in Utah. Each party consents to the personal jurisdiction of those courts. Nothing in this section prevents either party from seeking injunctive relief to protect its rights.

23. Changes to These Terms

The Company may update these terms from time to time to reflect changes in the services, technology, legal requirements or business practices. When we make a material change, we will post the revised terms on this page and update the date at the top. Where required, we will provide additional notice to affected site partners.

Continued use of the services after an update takes effect means you accept the revised terms. If you do not agree with a change, you may stop using the services and, where applicable, terminate your agreement in accordance with its terms. The version in effect at the time of a dispute governs that dispute unless a later version is required by law.

24. Contact Information

Questions about these terms, service requests and legal notices should be sent to the Company using the details below. We aim to respond promptly and to resolve concerns in good faith.