KwickPOS

This KwickPOS End User Agreement (the "Agreement") is made and entered into as of the day of20(the "Effective Date"), by and between Jins Tech Corporation, a Texas corporation, doing business as KwickPOS, with its business address at 6405 Cypresswood Drive, Suite 250, Spring, Texas 77379("KwickPOS")and

a , having its principal place of business at

("Customer" or "You") each referred to hereinafter as a "Party" and jointly as the "Parties." Pursuant to the terms of this Agreement, Customer desires to purchase KwickPOS System as defined in Section 1 and related services, and KwickPOS is willing to perform the Services, on the terms set forth in this Agreement. In consideration of the mutual promises contained herein, the Parties agree as follows:

Terms and Conditions Applicable to KwickPOS End User Agreement Description of KwickPOS System Software and Software Support Services

Subject to the terms and conditions set forth herein, KwickPOS agrees to provide and the Customer agrees to purchase KwickPOS licensed point of sale system (the "KwickPOS System In providing Software Support to the Customer, KwickPOS agrees to perform the following software support services ("Software Support Services"): 1) Correct any defects or replace any of the KwickPOS System found to be in substantial non-conformance with the program specifications; 2) Provide the Customer with enhancements, as they become available, to the KwickPOS System. KwickPOS reserves the right to determine what constitutes an enhancement; enhancements billable to KwickPOS are billable to Customer; 3) Provide reasonable remote technical assistance and consultation to the Customer with respect to use of the KwickPOS System.

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Any assistance required to fulfill KwickPOS's obligations under this Agreement, will be provided at no additional charge unless such assistance is found to be the result of hardware failure, user error, neglect or negligence. Assistance required as a result of such failure, user error, neglect or negligence will be compensated by the Customer at KwickPOS's standard hourly rate then in effect, plus reasonable expenses for transportation, meals, lodging and necessary incidentals.

KwickPOS is not obligated to provide Software Support Service under the Agreement for service necessitated by vandalism, theft, misuse, hardware malfunction, neglect, acts of third parties, fire, water, casualty, act of God, mob violence, labor disputes, malfunction of Customer equipment, unauthorized modification of the software, electrical failure, accidents, climatic conditions, or from other causes unrelated to the ordinary operation of the software. This Agreement is void if service is performed on the software by unauthorized individuals, or if attempts are made to modify the software or use the software in a manner not set out in the instruction manual or this Agreement. Should it be necessary to perform services outlined in this agreement at the Customer's site, Customer shall be responsible for actual out-of-pocket expenses incurred in travel, including transportation, meals, lodging and necessary incidentals. Response Time for Software Support Service

There is no guarantee regarding the response time to a Software Support Service call from the Customer. KwickPOS will respond to Software Support Service calls in the order received and will make every effort to respond within the same business day. KwickPOS, however, has established a priority coding system for each problem reported.

1)'A' Priority - KwickPOS will make every endeavor to address high priority software support issues within two (2) weeks of receiving a report of the issue. A high priority issue is one that disrupts normal operations. Examples of high priority issues may include tickets not printing correctly, bugs that impact orders, credit card or pin pad bugs.

2) 'B' Priority - KwickPOS will make every endeavor to address medium priority software support issues within four (4) weeks of receiving a report of the issue. A medium priority issue is one that frustrates normal operations. Examples of medium priority issues may include menu display problems, online ordering bugs. 3) 'C' Priority - KwickPOS will make every endeavor to address low priority software support issues within eight (8) weeks of receiving a report of the issue. A low priority issue is one that complicates normal operations. Examples of low priority issues may include batch report issues, third party problems communicating orders.

Software Support Service Maintenance Hours

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For purposes of this Agreement, the period of maintenance service availability will be during normal business hours, 10:00 a.m. to 7:00 p.m. (CST), Monday through Friday. Remote/Telephone Maintenance Services provided during weekends, normal holidays, (which include: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day and Christmas Eve) and after normal business hours are restricted to "A Priority" as outlined in Section 1.1.C. above. Any maintenance services performed during weekends, holidays and after hours other than listed above shall be at KwickPOS's standard hourly rate then in effect for the day or holiday, plus travel expenses, meals and lodging.

KwickPOS System - Related Products & Services

KwickPOS offers products and services that further complement and support the KwickPOS Software and Software Support Services as outlined in Section 1.1 (hereinafter "KwickPOS Related Products and Services" These products and services are identified in exhibits attached to this Agreement and thereby incorporated into this Agreement. The products and services, as well as prices, may change over time. KwickPOS will provide written copies of updated exhibits as they become available and with thirty (30) days written notice before new pricing takes effect. The KwickPOS Related Products and Services may include hardware, marketing products, website packages, customer support services such as installation, training, customization and others as may be offered. Current KwickPOS Related Products and Services may be found in the Customer Order Form (Additional) ("Exhibit A") and in the Customer Subscription Order Form ("Exhibit B"), and are governed by the terms and conditions of this Agreement once initialed by both Parties and signed by the Customer or Customer's Representative or Agent. Exhibit A and Exhibit B are illustrative only and subject to change by KwickPOS at any time, which may include an addition or removal or products and services offered as well as changes in pricing or costs. For current product offerings, services available and corresponding prices or costs, the Customer may request updated versions of the Exhibits or come to separate agreement with KwickPOS for customized products, services and prices by written agreement, which shall be governed by the terms and conditions of this Agreement. In addition to Exhibit A and Exhibit B, a Customer may request further products or services in writing via an additional KwickPOS Order Form, via electronic mail ("email") or any other writing; and if KwickPOS agrees in writing to deliver the requested product or service, then it shall be considered an Order Form and be governed by this Agreement.

Response Time for 24/7 Customer Service Support

There is no guarantee regarding the response time to a Customer Support Service call from the Customer. KwickPOS will respond to customer service calls in the order received and will make every effort to respond within the same business day. KwickPOS, however, has established a priority coding system for each problem reported.

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1) Customer Support Service 24/7 - if you purchase 24/7 Customer Support Service, then KwickPOS resources will be available twenty-four (24) hours per day and seven (7) days per week. Resources will work with you until the matter is resolved. 2) Non-24/7 Customer Support Service - If you do not purchase Customer Support Service 24/7, then you will be charged the then current hourly rate for Customer Support Service requests and the following response times shall apply: a)'A' Priority - KwickPOS will resolve high priority Customer Service Support requests within two (2) business hours. A high priority Customer Service Support issue is one that requires immediate attention. b)'B' Priority - KwickPOS will resolve medium priority Customer Service Support requests within four (4) business hours. A medium priority Customer Service Support issue is one that requires quick attention. c)'C' Priority - KwickPOS will resolve low priority Customer Service Support requests within eight (8) business hours. A low priority Customer Service Support issue is one that requires immediate attention. d)KwickPOS reserves the right to determine the priority level for any Customer Service Support request. Excused Performance ("Force Majeure") KwickPOS shall not be liable for any failure to perform or delayed performance of any obligation under the Agreement if such performance is prevented, hindered or delayed for any cause beyond the reasonable control of KwickPOS, including, without limitation, any labor dispute, strike or other industrial disturbance, act of God, flood, shortage of materials, earthquakes, casualty, acts of war, riots, insurrections, civil disorders, act of public enemy, riot, insurrection, embargo law, blockage, action, pandemics, epidemics, contagion, diseases, restriction and regulation or order of any government, government agency or subdivision thereof, or climatic conditions. General Requirements and Access Free access. KwickPOS shall have free, unrestricted access to the equipment and software to perform service thereon. Taxes. Customer agrees to pay all sales taxes where applicable for services rendered pursuant to this Agreement. Equipment. Customer shall provide instruction in use of the equipment that is not provided by KwickPOS.

3.1Term. This Agreement is effective from the Effective Date included above and shall continue for one year ("Initial Period" Thereafter, this Agreement shall automatically be renewed at the then current rates for successive one (1) year periods. The prices, terms and conditions for such successive term(s) shall be those in effect at the time of automatic renewal. If the Customer wishes to terminate automatic renewal, then the procedure in Section 3.3 shall be followed. Termination for Breach. If customer does not pay the amounts due hereunder or breaches any terms of this Agreement or any other Agreement with KwickPOS or relocates any KwickPOS equipment without prior written authorization from KwickPOS, KwickPOS may terminate this Agreement effective immediately upon written notice to the Customer.

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Termination for Convenience. Either Party may terminate this agreement with at least sixty (60) days' prior written notice to the other Party.

Fees, Invoice, Payment and Taxes Fees. In consideration any KwickPOS System and/or Services purchased by you, you will pay all fees specified in each Order Form ("Fees" Example order forms are attached as Exhibit A and Exhibit B. Customer and KwickPOS may both agree to subsequent or additional orders for services, products or both as described in Section 1.2.A. All Order Forms shall be in writing and duly executed by both Parties. If an Order Form is completed via email, then it is considered signed by the Parties. All fully executed Order Forms shall become part of this Agreement and subject to its terms. Except as otherwise specified herein or in an Order Form, all Fees are non-cancelable and non-refundable. KwickPOS reserves the right to change KwickPOS System license monthly subscription fees and other fees as may be applicable, which shall be provided in the monthly invoice by KwickPOS. Invoicing. You are responsible for providing complete and accurate billing and contact information to KwickPOS and notifying KwickPOS of any changes to such information. If you provide ACH information to KwickPOS, you authorize KwickPOS to debit your account all Fees in the Invoices from KwickPOS. If an Order Form specifies that payment will be made by a credit card, you will provide KwickPOS with valid and updated credit card information, or alternative documentation reasonably acceptable to KwickPOS. You may be subject to additional transactional or service fees if paying by credit card payment. KwickPOS will invoice you in advance in accordance with the relevant Order Form before KwickPOS delivers the KwickPOS System and/or Services. Payment. You agree to pay for all Fees due under each Order Form or Invoice upon your receipt of KwickPOS invoices. If there are any contested amounts for payment in a KwickPOS invoice, then you shall notify KwickPOS within seven (7) days ("disputed fee notice" Upon receiving a disputed fee notice, KwickPOS shall contact you to resolve the contested amount within five (5) business days. All undisputed fees of an Invoice shall be paid upon receipt All amounts stated in and payable as specified in the applicable Order Form shall be paid in U.S. Dollars or in such other currency as agreed to in writing by the parties. Unpaid invoices that are not the subject of a written good faith dispute in a disputed fee notice are subject to a finance charge of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, plus all reasonable expenses of collection. Taxes. In addition to the charges due under this Agreement and all related Order Forms, and even if you provide a tax exemption number or affidavit of exemption, You shall be responsible for all taxes (including sales, use, property, excise, value added and gross receipts but not including taxes based on KwickPOS's net income) and import duties and fees levied on KwickPOS Software, Hardware and/or Services provided under this Agreement. You agree that if any of the foregoing is paid by KwickPOS, you shall reimburse KwickPOS for the amount paid plus any related expenses incurred and interest assessed. In the event that you are required by any withholding tax law or other similar law to deduct any amount from the amounts due to KwickPOS under this Agreement, you agree that you will pay a sufficiently higher amount so that the net amounts received by KwickPOS after such withholding equal what was invoiced. Attorney's Fees and Collection Costs. If KwickPOS employs any attorney or a collection agency, or both, to collect an amount owed by the Customer or to enforce any rights under this Agreement, the Customer shall pay KwickPOS any such reasonable attorney or collection fees and costs incurred in addition to any other relief to which KwickPOS may be entitled.

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UNDER THIS AGREEMENT ARE IN LIEU OF (A) ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE SPECIFICALLY WAIVED AND (B) ALL OTHER OBLIGATIONS OR LIABILITIES FOR DAMAGES INCLUDING, BUT NOT LIMITED TO: 1) PERSONAL INJURY OR PROPERTY DAMAGE, OR 2) LOSS OF PROFIT OR OTHER CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITHTHIS AGREEMENT; OR THE MAINTENANCE SERVICE CAUSED DIRECTLY OR INDIRECTLY BY STRIKES, ACCIDENTS, CLIMATIC CONDITIONS, OR REASON OF SIMILAR NATURE BEYOND ITS CONTROL AS DESCRIBED IN SECTIONS 1.1.B. AND 1.3 HEREIN. CUSTOMER AGREES THAT IF KWICKPOS CAUSES ANY INJURY OR DAMAGE TO CUSTOMER OR CUSTOMER'S PROPERTY, WHICH SAID CLAIM IS NOT OTHERWISE WAIVED HEREIN, CUSTOMER AGREES THAT THE MAXIMUM AMOUNT THAT KWICKPOS SHALL HAVE TO PAY CUSTOMER FOR SAID INJURY OR DAMAGE IS AN AMOUNT EQUAL TO THE AMOUNT PAID FOR SERVICES RENDERED TO THE CUSTOMER THAT CAUSED SAID INJURY OR DAMAGE.

KwickPOS Warranty and Disclaimer. KWICKPOS'S OBLIGATIONS AND WARRANTIES

Each Party represents, warrants and covenants to the other Party that: a) Authorization. 1)Existence. It is a corporation or limited liability company duly formed, validly existing and in good standing under the laws of its state of formation; 2)Power and Authority. It has the requisite corporate or limited liability company power or other authority to do business and authority to execute, deliver and perform its obligations under this Agreement; 3) Legal Authority. It has obtained and shall maintain all licenses, authorizations, approvals, consents or permits required to perform its obligations under this Agreement; 4) Due Authorization. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by the requisite corporate action on the part of each Party; and No Violation or Conflict. The execution, delivery, and performance of this 5) Agreement shall not constitute a violation of any judgment, order, or decree; a material default under any contract by which it or any of its material assets are bound; or an event that would, with notice or lapse of time, or both, constitute such a default. b) Reserved for Future Use. Compliance with Laws. Each Party will comply with all laws applicable to the Services provided by that Party. In the event of any changes in such laws or changes in such laws which have a material impact on a Party's ability to deliver the Services or costs associated with delivering such Services, that Party shall implement any necessary modifications prior to the deadline imposed by the regulatory or governmental body having jurisdiction for such requirement or change and shall, if necessary, update its Fees in good faith to cover any additional costs incurred by such Party to comply with such change. Non-Infringement. Except as otherwise provided in this Agreement, each Party ("Providing Party") represents, warrants and covenants that to the best of its knowledge its Contributed Materials, when delivered to the other Party ("Recipient") will not infringe, or constitute an infringement or misappropriation of, any patent, copyright, trademark, trade secret or other proprietary rights or intellectual property rights of any third party. This limited non-infringement warranty shall not apply to the extent that an infringement claim arises as a result of (a) any design or other written instructions of the Recipient, (b) use of the Contributed Materials other than in accordance with applicable specifications or documentation relating to those Contributed Materials,

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(c) modification or alteration of the Contributed Materials made after the delivery by the Providing Party to the Recipient or Customer, as applicable, if such modification or alteration was not made by or on behalf of the Providing Party, (d) use of the Contributed Materials in combination with other products or systems or (e) infringement arising from software, components or materials provided to Providing Party by or on behalf of Recipient.

Section 6 6.1Indemnification by Customer. Customer agrees to defend, indemnify, and hold harmless KwickPOS and its officers, directors, employees, and Customers from and against any and all claims, demands, suits, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorney's fees) (collectively, "Claims") arising out of or relating to: (a) any breach or alleged breach of any representation, warranty, or covenant made by Customer under this Agreement; (b) any negligent or willful act or omission of Customer or its agents, employees, or representatives; and (c) any claim that the use or distribution of the software demonstrated by Customer infringes upon the intellectual property rights of any third party. 6.2Notice and Defense. In the event of a Claim, KwickPOS shall promptly notify Customer in writing of the Claim and provide Customer with the opportunity to assume the defense and settlement of such Claim. Customer shall have the authority to select counsel, defend, and settle any such Claim with KwickPOS's written approval, provided that any settlement that imposes any obligation or liability on KwickPOS requires KwickPOS's prior written consent, which shall not be unreasonably withheld. 6.3Indemnification by KwickPOS. KwickPOS agrees to defend, indemnify, and hold harmless Customer and its officers, directors, employees, and Customers from and against any and all Claims arising out of or relating to: (a) any breach or alleged breach of any representation, warranty, or covenant made by KwickPOS under this Agreement; (b) any negligent or willful act or omission of KwickPOS or its agents, employees, or representatives; and (c) any claim that the software provided by KwickPOS for demonstration infringes upon the intellectual property rights of any third party. 6.4Notice and Defense. In the event of a Claim, Customer shall promptly notify KwickPOS in writing of the Claim and provide KwickPOS with the opportunity to assume the defense and settlement of such Claim. KwickPOS shall have the sole authority to select counsel, defend, and settle any such Claim, provided that any settlement that imposes any obligation or liability on Customer requires Customer's prior written consent, which shall not be unreasonably withheld. Section 7 7.1Governing Law and Jurisdiction. All disputes involving the subject matter of this Agreement, except actions arising under the patent, trademark and copyright provisions of the U.S. Code, shall be determined under the law of the State of Texas without regard to its conflict of laws provisions and all actions shall be brought in the civil courts of Harris County, Texas or other appropriate court in the same geographic area. 7.2Dispute Resolutions. In the event a dispute arises in connection with this Agreement, the parties hereto agree to submit the matter for resolution to non-binding arbitration before the American Arbitration Association offices in Harris County, Texas. In the event either party is dissatisfied with the decision reached by the arbitrators or mediators, such party may pursue adjudication of the dispute in a court of law under Section 8.1. Each party shall be responsible for its own attorneys' fees and costs, and the fees and costs of the arbitrator shall be paid equally by each party. 7.3 entire agreement of the parties, and there are no other promises or conditions in any other

Entire Agreement. This Agreement and any attached Exhibit and Order Form contains the

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agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties. Sections and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretations of this Agreement. Severability. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited. Waiver. No action taken pursuant to this Agreement including any investigation by or on behalf of any party shall be deemed to constitute a waiver by the party taking such action of compliance with any representation, warranty, covenant or agreement contained herein or therein and, in any documents, delivered in connection herewith or therewith. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. Assignment. Neither party may assign this Agreement without prior written consent of the other party. Provided however, either party may freely assign this Agreement in connection with any sale or transfer of all or substantially all of its business. This assignment shall be fully binding and enforceable as against all permitted assignees and successors in interest. Any assignment in violation of this provision is null and void. No Third-Party Rights. Except as otherwise provided, nothing in this Agreement shall provide any benefit to any third party or entitle any third party to any claim, cause of action, remedy, or right of any kind, it being the intent of the Parties that this Agreement shall not be construed as a third-party beneficiary contract. Notices. All notices, requests, demands and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered or mailed, first class mail, postage prepaid or delivered via electronic mail address contained in this subsection herein after written confirmation of receipt by the recipient has been returned via electronic mail address to KwickPOS, Customer, or to such other address as such party shall have specified by notice in writing to the other party.

 

Notice to KwickPOS:

Ming Ye, President

Jins Tech Corporation dba KwickPOS

6405 Cypresswood Drive, Suite 250

Spring, Texas 77379

mingye@kwickpos.com

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7.10Amendments. This Agreement may be modified or amended in writing if signed by both parties to this Agreement. 7.11Initials and Exhibits. This Agreement shall not be valid and enforceable unless it is properly executed by KwickPOS and Customer and their initials affixed to each page of the Exhibits attached hereto and made a part hereof; and to the then current Customer Order Form (Additional) and the then current Customer Subscription Order Form or other Order Form as described in Sections 1.2.A. and 4.1 as may be applicable and initials affixed to each page and shall then be made a part hereof.

 

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the parties as of the date first above written.

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Customer ACH Authorization Form

*Enter your bank account information details exactly as shown on your check and billing statement. *Payments will not be processed if information above is not complete.

This is to acknowledge that I am an authorized signer on the bank account listed below and am a duly authorized representative/ officer/owner of the company named on this document. KwickPOS is hereby authorized to initiate debit entries to the bank account identified below and the bank is authorized to debit such account. KwickPOS will debit the referenced checking account monthly in the amount of my Company's invoice for such services provided and/or billed by KwickPOS. This billing will be deducted between the 1st and 5th day of each month to pay the previous months balance due in full. A copied or voided check attached must be attached or provided with this completed form. This authority is to remain in full force until this authorization is cancelled in writing with a minimum 15 business day notice. If an authorized ACH DEBIT is not paid by your financial institution due to non- sufficient funds (NSF), there will be a $35.00 administrative fee assessed, the payment then due must be made prior to the next billing cycle and your auto debit will be cancelled.

 

6405 Cypresswood Drive, Suite 250, Spring, TX 77379