§ 01Acceptance of Terms

1.1 Binding Agreement

These Terms and Conditions (this "Agreement") are entered into between GSM Consultants Inc. ("GSM," "Company," "we," "us," or "our"), a corporation organized under the laws of the State of New York, and: (i) the legal entity that has executed a Merchant subscription, license, or deployment agreement with GSM ("Merchant" or "Operator"); and (ii) each individual User authorized by such Merchant to access the SBOS platform. The Agreement is effective upon the earliest of: (a) Merchant's execution of a subscription or license agreement referencing these Terms; (b) Merchant's or User's first access to or installation of the Platform; or (c) Merchant's or User's click-through acceptance of these Terms during an onboarding flow.

1.2 Authority to Bind

If you are accepting this Agreement on behalf of a legal entity (such as a corporation, LLC, partnership, or other business organization), you represent and warrant that you have full legal authority to bind that entity to this Agreement, and that your acceptance constitutes acceptance by that entity. If you lack such authority, you must not accept this Agreement or use the Platform.

1.3 Entire Agreement

This Agreement, together with GSM's Privacy Policy (incorporated herein by reference), any executed Merchant Service Agreement, Order Form, Statement of Work, or addenda specifically referencing this Agreement, constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous representations, understandings, proposals, negotiations, and agreements, whether written or oral.

1.4 Order of Precedence

In the event of a conflict between these Terms and a separately executed written Merchant Service Agreement signed by an authorized officer of GSM, the executed Merchant Service Agreement shall control. In the event of a conflict between these Terms and any additional policies or guidelines posted by GSM, these Terms shall control unless such policies or guidelines expressly state otherwise.

§ 02Definitions

Capitalized terms used in this Agreement have the following meanings:

§ 03Description of the Platform

3.1 Enterprise B2B Software

SBOS is an enterprise-grade, cloud-based business operations platform designed exclusively for restaurant, hospitality, and food-service businesses. It is not a consumer application and is not made available to the general public. Access to the Platform is restricted to Merchants who have entered into a valid subscription or license agreement with GSM and their Authorized Users.

3.2 Core Platform Functionality

The Platform provides some or all of the following functionality, depending on the modules and configuration selected by each Merchant:

• Point-of-sale (POS) transaction processing and order management for dine-in, takeaway, delivery, and other service formats;
• Employee management, including role-based access control, scheduling, and personnel records;
• Payroll management, including hours tracking, compensation calculation, and payroll reporting;
• Attendance and time-tracking with clock-in and clock-out functionality;
• Customer relationship management, including customer profiles, order history, and contact management;
• Payment processing facilitation through PAX-certified hardware and third-party payment processors;
• Receipt generation, bill splitting, and financial document management;
• Reporting and analytics for sales, labor, inventory, and financial performance;
• QuickBooks Online accounting and payroll integration;
• SMS-based notifications and OTP authentication;
• Cloud-based data storage and synchronization.

3.3 GSM as Software Provider

GSM is a software technology provider. GSM does not provide legal, accounting, tax, financial, payroll, human resources, employment law, or payment processing advisory services. Nothing in this Agreement or in the Platform constitutes legal, tax, payroll, or financial advice. Merchants are solely responsible for ensuring that their use of the Platform complies with all applicable laws and regulations, including employment law, tax law, consumer protection law, and payment card industry requirements. GSM strongly recommends that Merchants consult qualified legal, tax, and compliance professionals with respect to their obligations.

3.4 Platform Availability

GSM will use commercially reasonable efforts to maintain Platform availability. The Platform is designed to support offline operation for core POS functions during periods of network unavailability, with data synchronization occurring upon restoration of connectivity. GSM does not guarantee uninterrupted, error-free, or continuous Platform availability. Scheduled maintenance windows and unscheduled outages may occur. GSM will endeavor to provide advance notice of scheduled maintenance where reasonably practicable.

§ 04License Grant and Restrictions

4.1 Limited License

Subject to Merchant's compliance with this Agreement and timely payment of all applicable Fees, GSM grants Merchant a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the applicable subscription term to: (i) access and use the Platform solely for Merchant's internal business operations at Merchant's authorized locations; and (ii) permit Authorized Users to access and use the Platform in accordance with this Agreement and any applicable Documentation.

4.2 License Restrictions

Except as expressly authorized in Section 4.1, Merchant shall not, and shall ensure that Authorized Users do not:

• Sublicense, sell, resell, transfer, assign, or otherwise convey any right to access or use the Platform to any third party;
• Copy, reproduce, modify, translate, adapt, or create derivative works of the Platform or any component thereof;
• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or underlying structure of the Platform;
• Access or use the Platform to build or develop a competing product or service, or to assist a third party in doing so;
• Remove, obscure, or alter any proprietary notices, labels, or marks on or in the Platform;
• Use the Platform to provide services to third parties on a service bureau, time-sharing, or managed services basis without GSM's prior written consent;
• Access the Platform through automated means, bots, scrapers, or scripts, except through GSM's published APIs used in accordance with the Documentation;
• Circumvent or disable any security, authentication, access control, or technical protection measures incorporated into the Platform.

4.3 Reservation of Rights

GSM reserves all rights not expressly granted in this Agreement. No license or right is granted by implication, estoppel, or otherwise with respect to any GSM IP. The Platform is licensed, not sold.

§ 05User Accounts and Access Controls

5.1 Account Establishment

Access to the Platform requires the establishment of User accounts. Merchant is responsible for the accurate, complete, and current provisioning of all User accounts within its SBOS deployment, including the assignment of appropriate roles and permissions for each Authorized User.

5.2 Credential Security

Each Authorized User is assigned unique login credentials. Merchant and each Authorized User are jointly and severally responsible for:

• Maintaining the strict confidentiality of all login credentials, including passwords and OTP codes;
• Not sharing credentials with any other individual, including other employees;
• All actions taken under a User's credentials, whether or not authorized;
• Ensuring that Users log out of the Platform at the conclusion of each session on shared devices.

5.3 Incident Notification

Merchant shall notify GSM immediately at info@gsmnyc.com upon becoming aware of: (i) any unauthorized access to or use of any User account or the Platform; (ii) any loss or compromise of User credentials; or (iii) any security incident affecting Merchant's deployment of the Platform. Merchant shall cooperate with GSM in the investigation and remediation of any such incident.

5.4 Role-Based Access Control

The Platform implements role-based access control (RBAC). Merchant's system administrator is responsible for assigning User roles that limit each User's access to only the data and functionality necessary for their job responsibilities. GSM is not responsible for Merchant's failure to implement appropriate access controls.

5.5 Suspension of Access

GSM reserves the right to immediately suspend access by any User or Merchant without notice where GSM reasonably determines that: (i) there is an ongoing security threat or active breach; (ii) the User or Merchant is engaged in Prohibited Activities; or (iii) such suspension is necessary to protect the integrity of the Platform or the data of other Merchants. GSM will use reasonable efforts to provide prompt notice of any such suspension and the basis thereof.

§ 06Acceptable Use Policy

6.1 Permitted Use

The Platform is authorized for use solely by the Merchant's Authorized Users for the Merchant's legitimate, lawful internal restaurant and hospitality business operations in accordance with this Agreement and applicable law.

6.2 Prohibited Activities

Merchant and Authorized Users shall not use the Platform to:

• Process any fraudulent, unauthorized, or unlawful financial transaction;
• Upload, store, transmit, or distribute any content that infringes the intellectual property rights, privacy rights, or other rights of any third party;
• Introduce or transmit any malicious code, virus, Trojan horse, ransomware, worm, spyware, or other harmful software into the Platform or any connected system;
• Conduct denial-of-service attacks or any action that imposes an unreasonable or disproportionate load on the Platform's infrastructure;
• Probe, scan, or test the vulnerability of the Platform or any network component without GSM's prior written authorization;
• Attempt to gain unauthorized access to any system, account, data, or network connected to the Platform;
• Collect or harvest any personal information of other Users or Merchants without authorization;
• Violate any applicable local, state, federal, or international law or regulation, including employment law, consumer protection law, anti-money laundering law, or sanctions regulations;
• Circumvent or manipulate the Platform's fee, billing, or commission mechanisms;
• Process transactions or maintain customer relationships in connection with any illegal business, goods, or services;
• Impersonate any person or entity or falsely represent your affiliation with any person or entity.

§ 07Fees, Billing, and Payment

7.1 Fees

Merchant agrees to pay all Fees as set forth in the applicable Order Form, Merchant Service Agreement, or GSM's then-current pricing schedule. All Fees are stated and payable in United States dollars. GSM reserves the right to modify Fees upon not less than thirty (30) days' prior written notice to Merchant. Continued use of the Platform after the effective date of any Fee modification constitutes Merchant's acceptance of the modified Fees.

7.2 Billing and Payment Terms

Unless otherwise specified in an Order Form or Merchant Service Agreement, Fees are due and payable in advance on a monthly or annual basis as selected by Merchant at the time of subscription. GSM may invoice Merchant electronically. Invoices not disputed in good faith within fifteen (15) days of the invoice date are deemed accepted. All undisputed amounts are due within the payment terms specified on the applicable invoice.

7.3 Late Payment

Any amounts not paid when due shall accrue interest at the rate of one and one-half percent (1.5%) per month (or the maximum rate permitted by applicable law, if lower), calculated from the due date until the date of full payment. GSM may also suspend Platform access for Merchant accounts with overdue, undisputed balances upon not less than five (5) days' written notice. GSM's exercise of its suspension rights does not waive any other remedies available under this Agreement or applicable law.

7.4 Taxes

Merchant is responsible for all applicable taxes, duties, levies, and similar governmental charges (excluding taxes on GSM's net income) associated with Merchant's subscription to and use of the Platform. If GSM is required to collect any such taxes, GSM will add them to the applicable invoice. Merchant shall provide GSM with valid tax exemption documentation if Merchant claims any exemption.

7.5 No Refunds

Except as expressly provided in an Order Form or Merchant Service Agreement, all Fees paid are non-refundable. Cancellation or termination of a subscription does not entitle Merchant to a refund of any prepaid, unused Fees, except where termination is due to GSM's material breach of this Agreement that GSM fails to cure within thirty (30) days of written notice.

§ 08Payment Processing

8.1 Facilitation Role

The Platform facilitates Merchant's processing of payment transactions through PAX-certified hardware terminals and third-party payment processors engaged by or on behalf of Merchant. GSM is a software technology provider, not a payment processor, acquiring bank, card network, money services business, or financial institution. GSM does not hold, move, or transmit funds on Merchant's behalf.

8.2 No Storage of Sensitive Payment Data

8.3 Third-Party Processor Terms

Merchant's acceptance of payment transactions through the Platform is subject to the terms and conditions of Merchant's agreements with its acquiring bank and third-party payment processor(s). GSM is not a party to those agreements and is not responsible for transaction approvals, declines, chargebacks, reversals, or disputes initiated by cardholders or card networks. Merchant is solely responsible for complying with its payment processor's requirements and for resolving all payment disputes.

8.4 PCI DSS Responsibility

Merchant is solely responsible for maintaining its own PCI DSS compliance as it relates to Merchant's overall cardholder data environment, including any systems or processes outside the scope of the Platform. GSM's facilitation of payment transactions through PCI PTS-certified PAX hardware does not relieve Merchant of its independent PCI DSS obligations.

8.5 Fraudulent Transactions

GSM is not liable for any losses arising from fraudulent transactions processed through the Platform, including losses resulting from the unauthorized use of payment cards, employee theft, or third-party fraud. Merchant is responsible for implementing appropriate fraud prevention controls at the point of sale.

§ 09QuickBooks Online Integration

9.1 Optional Integration

The Platform offers an optional integration with Intuit's QuickBooks Online accounting software. This integration is entirely at Merchant's election and is not required to use the Platform's core functionality.

9.2 Merchant Authorization

By enabling the QuickBooks Online integration, Merchant: (i) represents that it has a valid QuickBooks Online subscription and has agreed to Intuit's then-current Terms of Service and Privacy Policy; (ii) authorizes GSM to transmit Merchant Data to Merchant's QuickBooks Online account for the limited purposes described in this Agreement; and (iii) acknowledges that the transmitted data will be governed by Intuit's Privacy Policy and Terms of Service upon receipt by Intuit.

9.3 Permitted Data Uses

Data transmitted to QuickBooks Online through the Platform integration is used exclusively for the following permitted purposes: payroll processing, accounting entries, financial reporting, reconciliation, tax compliance, and related business operations. GSM does not use QuickBooks integration data for any independent commercial purpose.

9.4 No Liability for Third-Party Service

GSM is not responsible for: (i) the availability, functionality, accuracy, or security of QuickBooks Online; (ii) any loss of data, synchronization errors, or discrepancies arising from the integration; (iii) changes to the QuickBooks Online API or integration architecture made by Intuit; or (iv) Intuit's processing of Merchant Data. GSM will use commercially reasonable efforts to maintain compatibility with QuickBooks Online's API but does not guarantee uninterrupted integration availability.

§ 10SMS Communications and TCPA Compliance

10.1 SMS Consent

The Platform transmits SMS messages to Authorized Users and, in limited circumstances, to Merchant's customers at Merchant's direction, for transactional and operational purposes, including OTP authentication, account alerts, and order notifications. By providing a mobile phone number in connection with the Platform, the recipient consents to receive such messages. The following disclosure applies to all SMS communications transmitted by GSM through the Platform:

10.2 Regulatory Compliance

GSM's SMS communications are conducted in compliance with the Telephone Consumer Protection Act (TCPA), 47 U.S.C. § 227, the CTIA Messaging Principles and Best Practices, and applicable carrier A2P 10DLC requirements. GSM does not transmit unsolicited commercial text messages. GSM's messaging campaigns are registered with applicable carriers through a registered Campaign Service Provider.

10.3 Merchant Responsibility for Customer SMS

Where the Platform transmits SMS messages to Merchant's customers at Merchant's direction, Merchant is solely responsible for: (i) obtaining all required TCPA consents from the recipient prior to authorizing GSM to transmit such messages; (ii) maintaining records of such consents; (iii) honoring opt-out requests from recipients; and (iv) compliance with all applicable federal and state laws governing commercial SMS communications. Merchant shall indemnify and hold GSM harmless from any claims, penalties, or liabilities arising from Merchant's failure to comply with this Section 10.3.

10.4 Opt-Out

Recipients may opt out of SMS notifications at any time by replying STOP to any message. Opting out may affect the receipt of OTP authentication codes required for Platform access. Alternative authentication methods may be configured by the Merchant's system administrator.

§ 11Data Ownership and Data Processing

11.1 Merchant Ownership of Merchant Data

As between the parties, Merchant retains all right, title, and interest in and to all Merchant Data. GSM acquires no ownership rights in Merchant Data by virtue of this Agreement or Merchant's use of the Platform. GSM processes Merchant Data solely as a data processor, on behalf of and at the documented instruction of Merchant as the data controller.

11.2 License to Process Merchant Data

Merchant grants GSM a limited, non-exclusive, worldwide license to access, process, store, transmit, and use Merchant Data solely as necessary to: (i) provide and operate the Platform; (ii) maintain security and prevent fraud; (iii) comply with applicable law; and (iv) fulfill GSM's other obligations under this Agreement. GSM shall not use Merchant Data for any other purpose.

11.3 Aggregated and De-Identified Data

GSM may collect, use, and disclose aggregated, anonymized, and de-identified data derived from Merchant Data and Platform usage for purposes of product improvement, analytics, benchmarking, and business development, provided that such data does not identify Merchant, any individual User, or any Customer. Such derived data is owned by GSM.

11.4 Data Export

Upon written request submitted prior to or within thirty (30) days after termination of the applicable subscription, GSM will provide Merchant with a machine-readable export of Merchant Data in a standard format. Following the expiration of such period, GSM may delete Merchant Data from the Platform in accordance with its data retention policies.

§ 12Merchant Obligations and Representations

12.1 Compliance with Law

Merchant represents, warrants, and covenants that it shall at all times use the Platform in full compliance with all applicable laws and regulations, including without limitation:

• Federal and state employment and labor laws, including the Fair Labor Standards Act (FLSA), the New York Labor Law, and applicable wage and hour laws;
• Federal and state payroll, withholding, and tax reporting requirements, including IRS requirements for employer payroll records;
• Consumer privacy laws, including the New York SHIELD Act and, where applicable, the California Consumer Privacy Act;
• The Telephone Consumer Protection Act and applicable state telemarketing and SMS laws;
• Payment Card Industry Data Security Standards (PCI DSS) as applicable to Merchant's cardholder data environment;
• Federal and state anti-money laundering and know-your-customer requirements;
• All applicable food safety, health, and business licensing laws.

12.2 Data Accuracy

Merchant is solely responsible for the accuracy, completeness, and lawfulness of all Content and Merchant Data entered into the Platform by Merchant or its Authorized Users. GSM does not verify or validate Merchant Data and is not responsible for errors, omissions, or inaccuracies in Merchant Data.

12.3 Employee Privacy Notices

Merchant is responsible for providing all required privacy notices to its employees regarding Merchant's use of the Platform to process employee personal information, including payroll, attendance, and time-tracking data.

12.4 Organizational Authorization

Merchant represents and warrants that: (i) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization; (ii) it has all necessary authority to enter into this Agreement; and (iii) its entry into this Agreement does not violate any agreement to which it is a party.

§ 13Privacy Policy

GSM's collection, use, and protection of personal information in connection with the Platform is governed by GSM's Privacy Policy, which is available at gsmnyc.com and is incorporated into this Agreement by reference. By using the Platform, Merchant and each Authorized User acknowledge that they have read and understood the Privacy Policy and consent to the data practices described therein.

In the event of any conflict between this Agreement and the Privacy Policy on the subject of personal information, the Privacy Policy shall control. GSM reserves the right to update the Privacy Policy from time to time in accordance with the terms set forth therein.

§ 14Intellectual Property

14.1 GSM Ownership

As between the parties, GSM exclusively owns all right, title, and interest in and to all GSM IP, including the Platform and all enhancements, modifications, updates, and derivative works thereof, regardless of who suggested or contributed to the development of such improvements. No rights in GSM IP are transferred to Merchant or any User under this Agreement except for the limited license expressly granted in Section 4.1.

14.2 Feedback

If Merchant or any Authorized User provides GSM with any feedback, suggestions, ideas, or recommendations regarding the Platform ("Feedback"), Merchant hereby assigns to GSM all right, title, and interest in and to such Feedback, and GSM is free to use such Feedback for any purpose without compensation to Merchant.

14.3 Trademarks

"GSM Consultants," "SBOS," and associated logos and trade dress are trademarks or service marks of GSM Consultants Inc. Merchant shall not use GSM's trademarks, service marks, or trade names without GSM's prior written consent, except as necessary to identify GSM as the software provider in factual, accurate statements made in the ordinary course of Merchant's business.

14.4 IP Infringement Claims

Merchant shall promptly notify GSM in writing if Merchant becomes aware of any actual or threatened infringement of GSM IP by any third party. GSM shall have the sole right to determine whether to initiate or defend any legal action related to GSM IP. Merchant shall cooperate with GSM in connection with any such action upon GSM's reasonable request.

§ 15Confidentiality

15.1 Confidential Information

"Confidential Information" means any non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure. GSM's Confidential Information includes, without limitation, the Platform's source code, algorithms, pricing, and technical architecture. Merchant's Confidential Information includes Merchant Data.

15.2 Obligations

Each party agrees to: (i) maintain the Disclosing Party's Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information (but no less than reasonable care); (ii) use Confidential Information solely to exercise rights and fulfill obligations under this Agreement; and (iii) disclose Confidential Information only to its employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those in this Agreement.

15.3 Exceptions

Confidentiality obligations do not apply to information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was known to the Receiving Party prior to disclosure without restriction; (iii) is independently developed by the Receiving Party without reference to the Confidential Information; or (iv) is required to be disclosed by law, regulation, or valid court order, provided the Receiving Party provides prompt advance notice to the Disclosing Party and cooperates in seeking a protective order.

§ 16Disclaimer of Warranties

§ 17Limitation of Liability

17.1 Exclusion of Consequential Damages

17.2 Aggregate Cap on Liability

17.3 Essential Bargain

Merchant acknowledges that the limitations of liability set forth in this Section 17 are a fundamental element of the basis of the bargain between the parties, that GSM would not have entered into this Agreement without such limitations, and that such limitations shall apply notwithstanding any failure of essential purpose of any limited remedy.

17.4 Specific Liability Exclusions

Without limiting the generality of Section 17.1, GSM is specifically not liable for:

• Losses arising from fraudulent payment transactions, chargebacks, or card network decisions;
• Losses arising from Merchant's failure to implement appropriate access controls or maintain credential security;
• Losses arising from third-party payment processor errors, outages, or decisions;
• Losses arising from QuickBooks Online or any other Third-Party Service integrated at Merchant's direction;
• Losses arising from Merchant's failure to comply with applicable employment, tax, or consumer protection law;
• Losses arising from unauthorized access to the Platform resulting from Merchant's failure to maintain security of User credentials or devices;
• The accuracy of payroll calculations where such inaccuracy results from Merchant's input of incorrect data;
• Any tax penalties, labor law violations, or employment claims arising from Merchant's use of the Platform.

§ 18Indemnification by Merchant

18.1 Merchant Indemnification Obligation

Merchant shall defend, indemnify, and hold harmless GSM Consultants Inc. and its affiliates, officers, directors, shareholders, employees, agents, successors, and assigns ("GSM Indemnitees") from and against any and all claims, demands, actions, suits, proceedings, losses, liabilities, penalties, fines, settlements, judgments, damages, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or relating to:

• Merchant's or any Authorized User's breach of any representation, warranty, covenant, or obligation under this Agreement;
• Merchant's or any Authorized User's violation of any applicable law or regulation, including employment law, tax law, consumer protection law, or privacy law;
• Merchant's or any Authorized User's infringement or misappropriation of any third party's intellectual property rights, privacy rights, or other rights;
• Merchant's failure to obtain required consents from employees or customers for the collection and processing of their personal information through the Platform;
• Merchant's failure to comply with TCPA or applicable SMS regulations in connection with customer communications;
• Any claim brought by a Merchant customer, employee, or contractor related to Merchant's use of the Platform;
• Merchant's negligence or willful misconduct;
• Any fraudulent transactions processed through the Platform at Merchant's location.

18.2 Indemnification Procedure

GSM will: (i) promptly notify Merchant in writing of any claim for which GSM seeks indemnification (failure to provide prompt notice does not relieve Merchant's indemnification obligation except to the extent Merchant is materially prejudiced by such failure); (ii) give Merchant sole control over the defense and settlement of such claim, provided that Merchant may not settle any claim in a manner that imposes any obligation on GSM without GSM's prior written consent; and (iii) provide Merchant with reasonable cooperation and assistance in connection with such defense at Merchant's expense.

§ 19IP Indemnification by GSM

GSM shall defend Merchant against any third-party claim that the Platform, as made available by GSM and used in accordance with this Agreement, infringes or misappropriates such third party's U.S. copyright, U.S. trademark, or trade secret rights, and shall indemnify Merchant for any damages finally awarded against Merchant in connection with such claim, provided that Merchant: (i) promptly notifies GSM in writing of the claim; (ii) gives GSM sole control over the defense and settlement; and (iii) provides reasonable cooperation.

GSM shall have no obligation under this Section to the extent any claim arises from: (a) Merchant's modification of the Platform; (b) combination of the Platform with Merchant's systems or third-party software; (c) Merchant's use of the Platform in a manner not authorized by this Agreement or the Documentation; or (d) Merchant's continuation of allegedly infringing activity after receiving notice from GSM. This Section states GSM's entire liability and Merchant's exclusive remedy for intellectual property infringement claims.

§ 20Term and Termination

20.1 Term

This Agreement commences on the Effective Date and continues for the initial subscription term specified in the applicable Order Form or Merchant Service Agreement ("Initial Term"). Unless a party provides written notice of non-renewal at least thirty (30) days before the end of the Initial Term (or any renewal term), the Agreement automatically renews for successive renewal terms of equal duration to the Initial Term.

20.2 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (i) commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach in reasonable detail; (ii) becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to a voluntary or involuntary bankruptcy, receivership, or dissolution proceeding that is not dismissed within sixty (60) days; or (iii) ceases to conduct business in the ordinary course.

20.3 Termination for Acceptable Use Violations

GSM may terminate this Agreement immediately upon written notice if Merchant or any Authorized User engages in Prohibited Activities, or if GSM reasonably determines that continued provision of the Platform would expose GSM to legal liability, regulatory sanction, or reputational harm.

20.4 Termination for Non-Payment

GSM may terminate this Agreement upon ten (10) days' written notice if Merchant has an undisputed overdue balance that remains unpaid for more than thirty (30) days after the due date.

20.5 GSM's Right to Discontinue

GSM reserves the right to modify, suspend, or discontinue the Platform (or any component thereof) at any time, with or without notice. In the event of a full discontinuation of the Platform, GSM will endeavor to provide Merchant with at least ninety (90) days' prior written notice and will provide a pro-rated refund of any prepaid Fees for the discontinued service period.

§ 21Effect of Termination

21.1 License Termination

Upon termination or expiration of this Agreement for any reason: (i) all licenses granted to Merchant under this Agreement shall immediately terminate; (ii) Merchant and all Authorized Users shall immediately cease all access to and use of the Platform; and (iii) Merchant shall promptly return or destroy all GSM Confidential Information in Merchant's possession.

21.2 Data Export and Deletion

Following termination, Merchant may request an export of Merchant Data within thirty (30) days of the termination date. After such period, GSM may permanently delete Merchant Data from the Platform in accordance with GSM's data retention and deletion policies, without further notice to Merchant. GSM is not responsible for any loss of Merchant Data following termination.

21.3 Accrued Obligations

Termination does not relieve either party of any obligation that accrued prior to the effective date of termination, including Merchant's obligation to pay all Fees due for services rendered prior to termination.

21.4 Survival

The following provisions survive any termination or expiration of this Agreement for any reason: Sections 2 (Definitions), 4.2 (License Restrictions), 4.3 (Reservation of Rights), 7 (Fees — with respect to amounts accrued), 11 (Data Ownership), 14 (Intellectual Property), 15 (Confidentiality), 16 (Disclaimer of Warranties), 17 (Limitation of Liability), 18 (Indemnification), 21 (Effect of Termination), 22 (Governing Law), 23 (Dispute Resolution), 24 (Class Action Waiver), and 26 (General Provisions).

§ 22Governing Law

This Agreement and all claims, disputes, or controversies arising out of or relating to this Agreement, the Platform, or the parties' relationship shall be governed by and construed in accordance with the laws of the State of New York, United States, without regard to its conflict of law principles. The parties expressly exclude the United Nations Convention on Contracts for the International Sale of Goods.

§ 23Dispute Resolution

23.1 Informal Resolution

Before initiating any formal legal proceedings, the parties agree to attempt to resolve any dispute informally. The complaining party shall provide written notice to the other party describing the nature of the dispute and the relief sought. The parties shall attempt in good faith to resolve the dispute within thirty (30) days after delivery of such notice ("Resolution Period").

23.2 Binding Arbitration

If the dispute is not resolved during the Resolution Period, the dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules (the "Rules"), as modified by this Section. The arbitration shall be conducted by a single arbitrator in New York, New York. The arbitrator shall have authority to award any remedy available at law or in equity, except as limited by this Agreement. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

23.3 Exceptions to Arbitration

Notwithstanding Section 23.2, either party may: (i) seek temporary or preliminary injunctive or other equitable relief in any court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of GSM IP or Confidential Information; and (ii) seek any relief necessary to enforce the class action waiver set forth in Section 24.

23.4 Venue for Non-Arbitration Proceedings

For any claim that is not subject to arbitration pursuant to Section 23.3, the parties consent to the exclusive personal jurisdiction and venue of the state and federal courts located in New York County, New York, and waive any objection based on improper venue or inconvenient forum.

23.5 Arbitration Costs

The costs of arbitration, including the arbitrator's fees, shall be allocated in accordance with the AAA Rules. Each party shall bear its own attorneys' fees and costs, except that the arbitrator may award attorneys' fees and costs to the prevailing party where a claim or defense is found to be frivolous or brought in bad faith.

§ 24Class Action Waiver

§ 25Modifications to This Agreement

GSM reserves the right to modify this Agreement at any time. GSM will provide notice of material modifications by: (i) posting the updated Agreement on gsmnyc.com with a revised "Last Updated" date; (ii) providing in-Platform notification; and/or (iii) sending notice to the email address associated with Merchant's account. Merchant's continued access to or use of the Platform after the effective date of any modification constitutes Merchant's binding acceptance of the modified Agreement. If Merchant does not agree to a material modification, Merchant's sole remedy is to cease use of the Platform and provide notice of termination in accordance with Section 20.

§ 26General Provisions

§ 27Contact Information

For questions, legal notices, or concerns regarding this Agreement, please contact GSM Consultants Inc. at: