Terms & Conditions for POS System Sales
Last Updated and Effective: October 1, 2025
These Terms & Conditions for POS System Sales (these “Terms”) govern the products and services to be provided by Soga Ventures LLC, a North Carolina limited liability company (“Soga”), to the customer (“Customer”) identified on the Order Form for POS System Sales (or other purchasing document) executed by Soga and Customer and stating an intent to be incorporated into these Terms by reference (the “Order Form,” and collectively with these Terms, this “Agreement”). Each of Soga and Customer may be referred to herein Products & Services; Fees
1. 1 Sale of License to Linga Software. Soga is an authorized reseller of certain software products licensed by Linga POS LLC, a Florida limited liability company (“Linga”). Soga will sell Customer a license to download, install, and use a single copy of the Linga software products set forth in the Order Form (“Linga Products”), if any, pursuant to the terms of the Linga EULA (as defined in Section 2.1) (a “License”), for the duration of the applicable “License Term”, as set forth in the Order Form. Customer will pay Soga the corresponding fees for any such License(s) (“License Fees”), as set forth in the Order Form.
1.2 Hardware. Soga will sell Customer the hardware products set forth in the Order Form (“Hardware”), if any, and Customer will pay Soga the corresponding fees for any such Hardware (“Hardware Fees”), as set forth in the Order Form. Soga will arrange for the delivery of Hardware to a location reasonably designated by Customer, at Customer’s expense. Customer will be responsible for insuring the Hardware, and for any risk of damage or loss of the Hardware, at all times (including during shipment).
1.3 Professional Services. Soga will provide Customer with the professional services set forth in the Order Form (“Professional Services”), if any, and Customer will pay Soga the corresponding fees for any such Professional Services (“Professional Services Fees”), as set forth in the Order Form. Customer acknowledges and agrees that Customer is solely responsible for providing all access, information, and cooperation as may be reasonably necessary to enable the performance of the Professional Services; (b) Soga may subcontract the performance of Professional Services in Soga’s discretion, provided that Soga will remain responsible for such performance; and (c) any timelines provided by Soga for the performance of Professional Services are estimates only.
1.4 Transaction Processing. As part of the Professional Services, Soga will implement the Linga Products and integrate them with Soga’s recommended third-party service for the processing of credit card transactions (such service, the “Transaction Processing Service,” and the third-party provider of such software, the “Transaction Processor”). Customer will provide Soga with such cooperation and assistance as may be reasonably requested by Soga to facilitate such implementation and integration, including by promptly responding to Soga’s questions and providing Soga with access to Customer’s relevant facilities, systems, and personnel. Within thirty (30) calendar days of Soga’s completion of such implementation and integration, Customer shall enter into an agreement with the applicable Transaction Processor (a “Transaction Processing Agreement”), and thereafter Customer shall ensure that such Transaction Processing Agreement remains in effect at all times during the term of this Agreement. Customer shall not use the Linga Products or Hardware to process any credit card transactions, or permit or enable any other person to use the Linga Products or Hardware to process any credit card transactions, except through the Transaction Processing Services and in accordance with the Transaction Processing Agreement.
1.5 Payment Terms. With respect to all amounts due under this Agreement, Customer hereby authorizes Soga to withdraw such amounts directly from the bank account of Customer set forth on the signature page to the Order Form, or to charge such amounts to Customer’s credit card on file with Soga. Soga may also invoice Customer for amounts due hereunder, and Customer will pay such invoices within thirty (30) calendar days of receipt. Customer will pay any and all sales, use, excise, value-added or other similar taxes, charges, fees, levies, and imposts imposed by any governmental authority on the payment of amounts to Soga under this Agreement (other than any taxes on Soga’ net income) (collectively, “Taxes”). If Customer fails to pay any amounts due hereunder on or before the date due, then such amounts will accrue interest at a rate of one and one-half percent (1.5%) per month (or, if less, at the maximum rate permitted under applicable law), from the date due until the date such amounts (including all accrued interest thereon) are paid to Soga. Except as otherwise set forth herein, all amounts paid hereunder are non-refundable.
2. Third-Party Agreements
2.1 Linga EULA. Customer acknowledges and agrees that: (a) as between Soga and Linga, Linga is the owner of the Linga Products; (b) the License sold to Customer by Soga under this Agreement is granted to Customer by Linga pursuant to the then-current terms of Linga’s “Linga End User License Agreement” (available as of the date of these Terms at https://www.lingaros.com/end-user-license-agreement/) and any other terms or policies of Linga as may be applicable to Customer’s use of the Linga Products (collectively, the “Linga EULA”), as may be amended; (c) Customer’s execution of this Agreement constitutes Customer’s agreement to the Linga EULA; (d) the Linga EULA will become legally binding on Customer upon execution of this Agreement; (e) the Linga EULA is solely between Customer and Linga, and that Soga is not a party to, or bound by, the Linga EULA; and (f) if Customer breaches the Linga EULA, then Linga may terminate the Linga EULA and/or revoke Customer’s license to the Linga Products, and Soga shall not have any liability to Customer for any such termination or revocation.
2.2 Transaction Processing Agreement. Customer acknowledges and agrees that: (a) as between Soga and the Transaction Processor, Transaction Processor is the owner of the Transaction Processing Service; (b) the Transaction Processing Service is licensed or otherwise made available to Customer by the Transaction Processor pursuant to the then-current terms of the Transaction Processing Agreement and any other terms or policies of the Transaction Processor as may be applicable to Customer’s use of the Transaction Processing Service (collectively, the “Transaction Processing Terms”), as may be amended; (c) the Transaction Processing Terms are solely between Customer and the Transaction Processor, and that Soga is not a party to, or bound by, any Transaction Processing Terms; and (d) if Customer breaches the Transaction Processing Terms, then the Transaction Processor may terminate the Transaction Processing Agreement and/or revoke Customer’s license or access to the Transaction Processing Service, and Soga shall not have any liability to Customer for any such termination or revocation.
3. Liability
3.1 Indemnification. Customer shall indemnify, defend, and hold harmless Soga, its affiliates, and its and their employees, officers, directors, members, managers, equityholders, contractors, licensors (including Linga and the Transaction Processor) successors, and permitted assigns (collectively, “Soga Indemnified Parties”) from and against any and all liabilities, losses, damages, penalties, awards, settlements, costs, or expenses (including attorneys’ fees and other expenses of litigation) (collectively, “Losses”) incurred by or imposed upon any Soga Indemnified Party in connection with any claims, suits, actions, or other proceedings asserted by a third party (each, a “Claim”) arising out of: (a) Customer’s breach of this Agreement, the Linga EULA, or the Transaction Processing Terms; (b) use of the Hardware, Linga Products, or Transaction Processing Service by or on behalf of Customer; or (c) any negligence, willful misconduct, or violation of applicable laws, rules, or regulations by Soga Indemnified Parties. Notwithstanding the foregoing, Customer’s indemnification obligations under this Section 3.1 shall not apply to the extent a Claim arises out of any gross negligence or willful misconduct by Soga.
3.2 Indemnification Process. With respect to any Claim for which Soga seeks indemnification under Section 3.1, Soga will: (a) promptly provide Customer with written notice of such Claim; and (b) at Soga’s option, either (i) assume control over the investigation, defense, and disposition of such Claim or (ii) permit Customer to assume such control, in either case ((i) or (ii)) at Customer’s expense and using counsel reasonably selected by Soga. If Customer assumes such control, Soga will: (x) reasonably cooperate with Customer, at Customer’s request and expense, in the investigation, defense, and disposition of such Claim; and (y) promptly furnish Customer with copies of all notices and documents (including court papers) received by Soga in connection with such Claim. In no event will Customer settle or otherwise dispose of a Claim in any manner that admits fault or wrongdoing by Soga, or that incurs any non-indemnified liability on the part of Soga, without Soga’s prior written consent.
3.3 Limitation of Liability. To the maximum extent permitted by applicable law, in no event shall: (a) Soga have any liability hereunder for any indirect, special, exemplary, incidental, punitive, or consequential damages (including any loss of profits, business, or data), however caused, whether arising under statute, contract, tort, or any other theory of liability, regardless of whether Soga has been advised of the possibility of such damages, and regardless of whether such damages were foreseeable; or (b) Soga’s aggregate liability arising out of or related to this Agreement (whether arising under statute, contract, tort, or any other theory of liability) exceed the greater of: (x) the aggregate amounts actually paid to Soga hereunder in the six (6)-month period preceding the date on which the applicable claim or cause of action arose; or (y) ten thousand dollars ($10,000).
3.4 Warranties; Disclaimers.
a. To the extent permissible, Soga will assign and/or pass-through to Customer any manufacturer warranties applicable to Hardware provided to Customer hereunder and, if not permissible, Soga will reasonably assist Customer (upon Customer’s request) in submitting any warranty claims under the applicable manufacturer’s warranty policy. All warranties regarding the Linga Products (if any) will be made to Customer directly by Linga pursuant to the Linga EULA. All warranties regarding the Transaction Processing Service (if any) will be made directly to Customer by the Transaction Processor pursuant to the Transaction Processing Terms.
b. All Linga Products, Hardware, Professional Services, and the Transaction Processing Service are provided “as-is.” Soga makes, and Customer receives, no warranties whatsoever regarding the Hardware, Professional Services, Linga Products, or Transaction Processing Service, and Soga hereby expressly disclaims any and all warranties (whether written, oral, express, or implied) with respect thereto, including any warranties of merchantability, fitness for a particular purpose, or noninfringement. Without limiting the generality of foregoing, Soga makes no warranty of any kind that the Linga Products, Hardware, Professional Services, or Transaction Processing Service will meet Customer’s requirements or achieve any intended result.
c. Customer acknowledges and agrees that the Linga Products are provided by Linga, and that Soga will have no responsibility or liability whatsoever for: (i) the Linga Products; (ii) any acts or omissions of Linga; (iii) the manner in which the Linga Products do or do not function; (iv) the results of Customer’s (or any other person’s) access or use of the Linga Products; or (v) any decisions made or actions taken (or not taken) by or on behalf of Customer as a result of such access or use.
d. Customer acknowledges and agrees that the Transaction Processing Service is provided by the Transaction Processor, and that Soga will have no responsibility or liability whatsoever for: (i) the Transaction Processing Service; (ii) any acts or omissions of the Transaction Processor; (iii) the manner in which the Transaction Processing Service does or does not function; (iv) the results of Customer’s (or any other person’s) access or use of the Transaction Processing Service; or (v) any decisions made or actions taken (or not taken) by or on behalf of Customer as a result of such access or use.
4. Term & Termination
4.1 Term. Unless earlier terminated, the term of this Agreement will be as forth in the Order Form.
4.2 Termination. If: (a) Customer materially breaches this Agreement (including by failing to pay any amount due hereunder on or before the date due) the Linga EULA, or the Transaction Processing Terms; (b) Linga terminates the Linga EULA with respect to Customer; or (c) the Transaction Processor terminates Customer’s license or access to the Transaction Processing Service, or the Transaction Processing Agreement expires or is terminated, then in each case ((a)–(c)) Soga may terminate this Agreement effective upon notice to Customer. Customer acknowledges and agrees that: (x) the Linga Products are provided to Customer by Soga pursuant to the terms of a Reseller Agreement between Soga and Linga; and (y) if such Reseller Agreement is terminated, then Soga may terminate this Agreement effective upon notice to Customer. If Soga terminates this Agreement in connection with the termination of such Reseller Agreement, then Soga will refund any amounts prepaid by Customer for products or services not provided as of such termination.
4.3 Survival. The provisions of the following Sections will survive any expiration or earlier termination of this Agreement: Sections 1.5 (Payment Terms); 2 (Third-Party Agreements); 3 (Liability); 4 (Term & Termination); and 5 (Miscellaneous). Any payment obligations incurred prior to the expiration or termination of this Agreement will survive such expiration or termination.
5. Miscellaneous
5.1 Assignment. Neither Party may assign this Agreement or its rights or obligations hereunder without the prior written consent of the other Party, provided that Soga may, without such consent, assign this Agreement and its rights and obligations hereunder: (a) in connection with the transfer or sale of all or substantially all of its business or assets (or such portion thereof as relates to the subject matter of this Agreement), or in the event of its merger, consolidation, change in control or similar transaction; or (b) to one of its affiliates. This Agreement will be binding upon and inure to the benefit of the successors and permitted assigns of each Party. Any purported assignment in violation of this Section 5.1 shall be null and void.
5.2 Notices. All notices related to this Agreement must be in writing, and sent: (a) if to Soga, by nationally recognized overnight courier (e.g., FedEx) to the address set forth below this Section 5.2 (or to such other address as Soga may designate); or (b) if to Customer, by email to Customer. Notices sent in accordance with this Section 5.2 will be deemed to have been properly given and effective on the next business day after the date sent.
Address for notices to Soga:
Soga Ventures, LLC
Attn: Legal Notices
50101 Governors Dr., Suite 280
Chapel Hill, NC 27517
5.3 Entire Agreement; Waivers; Remedies; Amendments. This Agreement constitutes the entire agreement between the Parties with respect to its subject matter, and supersedes all prior agreements, understandings, or representations, whether oral or written. Any waiver or failure to enforce a provision of this Agreement on one occasion will not be deemed a waiver of such provision (or any other provision) on any other occasion. Except as expressly stated herein, the remedies described in this Agreement are cumulative, and are in addition to any other remedies that either Party may have at law or in equity. This Agreement may not be amended or modified except by the written consent of both Parties.
5.4 Governing Law; Dispute Resolution. This Agreement and any action related thereto will be governed by, construed, and interpreted in accordance with the laws of the State of North Carolina, USA, without regard to any choice of law principle that would dictate the application of the law of another jurisdiction. The Parties hereby irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts sitting in Raleigh, North Carolina, USA, which will be the sole forum regarding any actions, suits, or other legal proceedings relating to this Agreement. Each Party hereby irrevocably waives any and all right to trial by jury in any legal proceeding relating to this Agreement.
5.5 Interpretation; Severability; Counterparts. In the event of any conflict or inconsistency between the provisions of these Terms and the provisions of the Order Form, the provisions of these Terms will control, unless the Order Form expressly states an intent to supersede the applicable conflicting or inconsistent provisions of these Terms. This Agreement will be interpreted in accordance with its terms, without any strict construction against or in favor of the drafting Party. The descriptive headings of this Agreement are for convenience only, and will be of no effect in construing or interpreting any provision. As used in this Agreement, the term “including” (or “includes”) will be deemed to mean “including without limitation” (or “includes without limitations”), and the word “or” will be deemed to be disjunctive but not necessarily exclusive. If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then: (a) such invalidity or unenforceability will not affect the other provisions of this Agreement; and (b) such invalid or unenforceable provision will be reformed as necessary to make it valid and enforceable, in a manner that most closely approximates the original intent of such provision. Any agreements or documents to be executed by the Parties in connection with this Agreement (including the Order Form) may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Counterparts may be delivered via email in “PDF” form with any electronic signature complying with the U.S. federal ESIGN Act of 2000 (e.g., DocuSign), or via other transmission method.