This Software License Agreement (“Agreement”) is entered into between Goequi Technologies (“Company,” “Licensor,” “we,” or “our”) and the individual or entity (“Licensee,” “you,” or “your”) that downloads, installs, accesses, or uses the Goequi Technologies Point-of-Sale (“POS”) software solution, including its Windows and mobile applications (collectively referred to as the “Software”). By accessing or using the Software, you agree to be bound by the terms and conditions set forth in this Agreement. If you do not agree to these terms, you are not authorized to access or use the Software and must uninstall or delete it immediately.

License Grant: Subject to the terms and conditions of this Agreement, Goequi Technologies grants you a non-exclusive, non-transferable, revocable license to access, download, and use the Software solely for your internal business operations. This license permits you to use the Software on a Windows desktop environment and compatible mobile devices as expressly authorized by Goequi Technologies. The Software is provided for use only in accordance with your subscribed license plan, which may include restrictions based on the number of devices, users, or locations. You may not sublicense, lease, rent, or otherwise distribute the Software to any third party without the prior written consent of Goequi Technologies.

Subscription and Fees:The Software is provided as a Software-as-a-Service (SaaS) model and requires an active subscription to access certain features and services. Licensee agrees to pay all fees associated with the selected subscription plan in accordance with the pricing, payment terms, and billing cycles communicated by Goequi Technologies. Fees are non-refundable, except as expressly provided in this Agreement or required by applicable law. Goequi Technologies reserves the right to modify subscription fees and payment terms at its discretion, with reasonable prior notice to Licensee. Failure to pay the subscription fees may result in suspension or termination of your access to the Software.

Licensee Account and Security:To use the Software, you may be required to create a user account and provide accurate, current, and complete information. Licensee is solely responsible for maintaining the confidentiality of account credentials, including usernames, passwords, and any authentication mechanisms provided by Goequi Technologies. You agree to notify Goequi Technologies immediately in the event of unauthorized access or security breach involving your account. Licensee is responsible for all activities conducted through its account, whether authorized or unauthorized, and Goequi Technologies shall not be liable for any losses arising from such activities.

Scope of Use Restrictions: Licensee agrees not to: (i) copy, modify, or create derivative works of the Software; (ii) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Software; (iii) use the Software in any manner that violates applicable laws or regulations; (iv) use the Software to store, process, or transmit any unlawful, harmful, or malicious content; (v) remove, alter, or obscure any proprietary notices, trademarks, or labels on the Software; or (vi) exploit the Software for commercial timesharing, service bureau, or competitive purposes. Any use of the Software beyond the rights expressly granted in this Agreement constitutes a material breach and may result in immediate termination of the license.

Intellectual Property Rights: The Software, including all intellectual property rights, trademarks, patents, trade secrets, and copyrights, remains the exclusive property of Goequi Technologies and its licensors. Licensee acknowledges that no title or ownership rights are transferred under this Agreement. You agree not to take any action that may jeopardize or impair the rights of Goequi Technologies in the Software. Any suggestions, feedback, or recommendations provided by Licensee regarding the Software may be used by Goequi Technologies without restriction, including for improving, modifying, or developing new features.

Updates and Maintenance: Goequi Technologies may provide updates, upgrades, patches, or enhancements to the Software from time to time. These updates are considered part of the Software and are subject to the terms of this Agreement. Licensee is responsible for installing updates promptly to ensure proper functionality and security. Goequi Technologies is not obligated to provide maintenance or support beyond what is specified in the applicable subscription plan. However, support services may be provided at Goequi Technologies’ discretion and may be subject to separate terms and conditions.

Data Usage and Privacy: Licensee agrees that the Software may collect, store, and process certain data, including business transaction information, sales records, inventory details, and user interactions, to deliver and improve the functionality of the Software. Goequi Technologies respects Licensee’s privacy and shall handle data in accordance with the applicable privacy policy. Licensee grants Goequi Technologies a limited, non-exclusive, and worldwide license to use aggregated, anonymized data for research, analytics, and product improvement purposes. Licensee remains the sole owner of all personal and business data, except for rights granted herein.

Third-Party Services: The Software may integrate with third-party services, including payment gateways, cloud services, and hardware providers. Goequi Technologies does not control, endorse, or guarantee these third-party services and is not responsible for their performance, reliability, or availability. Licensee agrees to comply with the terms and conditions of such third-party services when accessing them through the Software. Any interactions or transactions with third parties are solely between Licensee and the third party, and Goequi Technologies shall have no liability arising from such interactions.

Term and Termination: This Agreement is effective upon Licensee’s acceptance and shall continue until terminated. Either party may terminate this Agreement immediately if the other party breaches any material provision and fails to remedy such breach within thirty (30) days after receiving written notice. Goequi Technologies may also suspend or terminate the Software access immediately if Licensee engages in prohibited activities, fails to pay subscription fees, or violates applicable laws. Upon termination, Licensee must cease all use of the Software and delete or destroy all copies, including any backups, unless otherwise permitted by law. Sections related to intellectual property, disclaimers, limitation of liability, confidentiality, and indemnification shall survive termination.

Disclaimers and Warranty: The Software is provided on an “as is” and “as available” basis without warranties of any kind, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, non-infringement, or uninterrupted access. Goequi Technologies does not warrant that the Software will be error-free, secure, or compatible with all devices and operating systems. Licensee acknowledges that the use of the Software involves risks, including data loss, hardware failure, or security breaches. Goequi Technologies disclaims liability for any damages arising from such risks, except as expressly required by applicable law.

Limitation of Liability: To the maximum extent permitted by law, Goequi Technologies shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, revenue, data, or business opportunities, arising out of or in connection with the use or inability to use the Software. The total liability of Goequi Technologies for any claim arising under this Agreement shall not exceed the subscription fees paid by Licensee in the twelve (12) months preceding the claim. Licensee agrees that the limitations of liability represent a reasonable allocation of risk and form an essential basis of the agreement.

Indemnification: Licensee agrees to indemnify, defend, and hold harmless Goequi Technologies, its affiliates, directors, employees, and agents from and against any claims, liabilities, losses, damages, or expenses, including reasonable attorneys’ fees, arising out of or in connection with Licensee’s use of the Software, violation of this Agreement, infringement of third-party rights, or breach of applicable laws or regulations. Goequi Technologies reserves the right to assume control of the defense and settlement of any claim, with Licensee providing reasonable cooperation.

Governing Law and Dispute Resolution: This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Goequi Technologies is incorporated, without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall first be attempted to be resolved through good-faith negotiations between the parties. If such negotiations fail, the dispute shall be submitted to binding arbitration or the competent courts of the governing jurisdiction, as determined by Goequi Technologies, and the Licensee consents to such jurisdiction and venue.

Force Majeure: Neither party shall be liable for any failure or delay in performance resulting from circumstances beyond its reasonable control, including acts of God, natural disasters, pandemics, governmental actions, labor disputes, or interruptions of internet or telecommunications services. The affected party shall use reasonable efforts to resume performance as soon as practicable.

Miscellaneous Provisions: This Agreement constitutes the entire agreement between the parties concerning the subject matter and supersedes all prior or contemporaneous communications, representations, or agreements. Any amendments or modifications must be in writing and signed by both parties. Licensee may not assign or transfer any rights or obligations under this Agreement without the prior written consent of Goequi Technologies. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Failure to enforce any provision shall not constitute a waiver of future enforcement.