Subject to timely payment of applicable subscription fees and continuous adherence to this Agreement, GastroMais US grants Merchant a limited, non-exclusive, revocable, non-transferable, non-sublicensable license during the active Subscription Term to access and utilize our proprietary cloud-based restaurant operating system (the "SaaS Platform").
The SaaS Platform encompasses the following functional modules:
Restrictions: Merchant shall not: (a) decompile, reverse engineer, or disassemble the SaaS Platform; (b) distribute, sublicense, rent, lease, or resell the platform to unauthorized third parties; (c) bypass tenant isolation, security controls, or API rate limits; (d) deploy automated scrapers, bots, or malicious payloads against platform endpoints; or (e) use the platform to construct a competing restaurant management product.
2.1 Recurring Subscription Model: Access to the SaaS Platform is provided on a recurring, 30-day monthly subscription cadence per provisioned restaurant location (Tenant ID / store_id). Current subscription tiers and pricing schedules are designated within the Merchant Admin Console or formal insertion order.
2.2 Payment Method (US B2B Direct Settlement): In accordance with our streamlined US commercial model, subscription fees are remitted via Zelle® Business, automated clearing house (ACH), or direct corporate bank transfer. All transactions are billed in United States Dollars (USD).
2.3 Automatic Renewal: Subscriptions renew automatically every thirty (30) days from the initial provisioning date unless Merchant provides notice of cancellation prior to the renewal cycle cutoff, as detailed in our Billing, Renewal & Cancellation Policy.
2.4 Grace Period & Administrative Suspension: GastroMais US provides a courtesy five (5) calendar day grace period following the subscription due date. If payment confirmation is not recorded prior to the expiration of the grace period:
suspended.3.1 Strict Tenant Segregation: The SaaS Platform enforces cryptographic and Row-Level Security (RLS) isolation between tenants. Merchant's catalogs, order records, customer databases, and configuration settings are strictly isolated to Merchant's assigned identifier.
3.2 Staff Credentials: Merchant is solely responsible for designating authorized operators, enforcing strong administrative passwords, safeguarding PIN codes for kitchen and cash drawers, and promptly revoking access for departing personnel.
4.1 Platform Intellectual Property: GastroMais US retains all right, title, and interest (including all patent, copyright, trademark, trade secret, and other proprietary rights) in and to the SaaS Platform, source code, visual design, user interfaces, database schemas, APIs, serverless functions, and all platform enhancements or modifications.
4.2 Merchant Content & Data Ownership: As between the parties, Merchant owns all right, title, and interest in Merchant's trademarks, restaurant trade dress, menu items, recipe specifications, culinary descriptions, pricing structures, and customer contact data collected in the ordinary course of business ("Merchant Content").
4.3 Limited Operational License: Merchant grants GastroMais US a worldwide, non-exclusive, royalty-free license to host, display, cache, process, and transmit Merchant Content solely to the extent necessary to provide, maintain, and support the SaaS Platform.
Merchant agrees to maintain full operational responsibility for:
6.1 Target Availability: GastroMais US targets 99.5% operational uptime for the cloud digital storefront and KDS engine, excluding scheduled maintenance.
6.2 Maintenance Windows: Non-emergency system updates and schema migrations are scheduled during off-peak restaurant operating hours (typically 02:00 AM – 05:00 AM EST). Emergency security hotfixes may be deployed as required to protect system integrity.
6.3 Technical Support: Standard technical assistance for operational incidents is accessible via email (support@gastromais.com) and dedicated merchant dispatch channels.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE UNITED STATES AND STATE LAW:
(A) EXCLUSION OF CONSEQUENTIAL DAMAGES: IN NO EVENT SHALL GASTROMAIS US, ITS DIRECTORS, EMPLOYEES, CONTRACTORS, AFFILIATES, OR SUPPLIERS BE LIABLE TO MERCHANT OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION:
(B) AGGREGATE LIABILITY CAP: THE TOTAL CUMULATIVE LIABILITY OF GASTROMAIS US ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SAAS PLATFORM, OR RELATED SERVICES, UNDER ANY THEORY OF LAW (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHERWISE), SHALL IN NO EVENT EXCEED THE TOTAL AGGREGATE FEES ACTUALLY PAID BY MERCHANT TO GASTROMAIS US FOR THE APPLICABLE RESTAURANT SUBSCRIPTION IN THE ONE (1) MONTH IMMEDIATELY PRECEDING THE OCCURRENCE GIVING RISE TO LIABILITY.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE SAAS PLATFORM AND ALL RELATED DOCUMENTATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. GASTROMAIS US DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER STATUTORY, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR COMMERCIAL PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT ACCESS WILL BE ERROR-FREE, UNINTERRUPTED, OR COMPATIBLE WITH EVERY RETROFIT KITCHEN HARDWARE SETUP.
Merchant shall defend, indemnify, and hold harmless GastroMais US, its officers, directors, employees, and agents from and against any third-party claims, lawsuits, fines, liabilities, damages, and expenses (including reasonable attorney's fees) arising out of or related to: (a) Merchant's prepared food, culinary safety, or foodborne illness allegations; (b) employment or contractor claims asserted by Merchant's staff or delivery drivers; (c) inaccurate pricing, incorrect allergen warnings, or deceptive promotional content published on Merchant's menu; or (d) Merchant's violation of applicable state, federal, or municipal laws.
10.1 Term: This Agreement commences on the date Merchant's store account is provisioned or activated and remains in effect month-to-month until terminated in accordance with this Section or the Billing, Renewal & Cancellation Policy.
10.2 Termination for Convenience: Merchant may cancel its subscription at any time without penalty fees via the Merchant Admin Console or by providing written email notice. Termination becomes effective at the end of the currently active paid 30-day billing cycle.
10.3 Termination for Cause: GastroMais US reserves the right to suspend or terminate Merchant's access immediately, without prior notice or cure period, if: (a) Merchant breaches Section 1 (Restrictions) or Section 4 (Proprietary Rights); (b) Merchant engages in fraudulent or unlawful commercial conduct; or (c) continued operation presents a severe cybersecurity risk to the platform.
11.1 Export Guarantee: Upon termination or expiration of this Agreement for any reason, Merchant is entitled to export its historical business data (including aggregated customer contact lists, menu catalogs, and completed transaction histories) in standard comma-separated (CSV) or JSON format.
11.2 30-Day Transition Window: Merchant shall have thirty (30) calendar days following account deactivation to request an administrative data archive. Following this 30-day window, GastroMais US will permanently purge or anonymize tenant-specific data from active operational databases in accordance with our B2B Data Privacy Terms.
12.1 Governing Law: This Agreement and any disputes arising out of or related to it shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to choice of law principles.
12.2 Mandatory Bilateral Arbitration: Any controversy or claim arising out of or relating to this Agreement or the breach thereof shall be resolved by binding commercial arbitration administered by the American Arbitration Association (AAA) in accordance with its Commercial Arbitration Rules.
12.3 Class Action Waiver: THE PARTIES AGREE THAT ANY ARBITRATION OR PROCEEDING SHALL BE CONDUCTED EXCLUSIVELY IN AN INDIVIDUAL CAPACITY AND NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. NEITHER PARTY MAY ACT AS A CLASS REPRESENTATIVE OR CLASS MEMBER IN ANY DISPUTE.
13.1 Entire Agreement: This Master SaaS Subscription Agreement, together with the Billing, Renewal & Cancellation Policy and B2B Data Privacy Terms, constitutes the complete and exclusive agreement between the parties with respect to the SaaS Platform and supersedes all prior proposals or understandings.
13.2 Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible, and the remaining provisions will remain in full force and effect.
13.3 Force Majeure: Neither party shall be liable for failure or delay in performance resulting from causes beyond reasonable control, including acts of God, widespread internet backbone failures, electrical grid blackouts, or government orders.