Terms & Conditions

Last updated: Februrary 2025

CHEERS TERMS AND CONDITIONS

Version 1.0 — Last Updated 23 May 2025

These Terms and Conditions (“Terms”) govern the Master Agreement formed by an executed Quote, Order Form, or Statement of Work (collectively, “Quote”) between Cheers Technologies, Inc. (“Cheers,” “we,” “us,” or “our”) and the customer identified in the Quote (“Customer,” “you,” or “your”). Capitalized terms not defined in-line have the meanings given in Section 1 (Definitions).

1. Definitions

Application – Cheers’ proprietary, cloud-hosted software services described in a Quote.
Badge(s) – NFC-enabled employee badges, cards, or stickers provided or authorized by Cheers for use with the Application.
Confidential Information – Section 8.1.
Customer Data – All data, content, and materials submitted to the Platform by or on behalf of Customer (including data captured through a Badge tap).
Documentation – User guides, API docs, and any implementation materials Cheers generally makes available.
Hardware – Any physical Badge or accessory supplied by Cheers.
Platform – The hosted environment through which the Application is made available, including any mobile or web interface.
Seat – A unique named frontline employee authorized to use a Badge and be tracked in the Platform.
Subscription Term – The period of authorized use stated in the Quote (including any renewal).

2. Grant of Rights

2.1 SaaS Subscription. Subject to payment and compliance with these Terms, Cheers grants Customer a non-exclusive, non-transferable right, during the Subscription Term, to access and use the Application and Documentation solely for Customer’s internal business purposes.

2.2 Seat Limits. Each Seat may be reassigned to a new employee no more than once per calendar month. Usage in excess of the purchased Seat count may incur overage fees at Cheers’ then-current list price.

2.3 Hardware Use. Customer receives a limited, non-exclusive license to use the Hardware only with the Platform. Hardware is sold (not leased) “as is,” title passes on delivery FOB origin, and risk of loss transfers upon shipment.

2.4 Restrictions. Customer shall not (i) copy, modify, or create derivative works of the Application; (ii) reverse-engineer or decompile any Cheers software or Hardware firmware; (iii) resell, sublicense, or provide the Platform to third parties; (iv) remove proprietary notices; or (v) use the Platform to violate law or third-party terms (e.g., Google review policies, credit-card network rules).

2.5 Third-Party Services. Integrations with Google, Stripe, Apple Pay, or other services are provided “as is.” Cheers is not responsible for their availability or changes in their terms.

3. Fees and Payment

3.1 Fees. All fees are specified in the Quote and payable in U.S. Dollars within thirty (30) days of invoice. Late amounts accrue interest at 1.5 % per month (or the maximum rate allowed by law).

3.2 Taxes. Fees exclude taxes, duties, and similar assessments. Customer is responsible for all such charges except those on Cheers’ net income.

3.3 Suspension for Non-Payment. If any charge is overdue by fifteen (15) days, Cheers may suspend access until paid.

4. Implementation, Support, and Service Levels

4.1 Implementation Services. Any onboarding or custom configuration will be set out in a Statement of Work.

4.2 Support. During the Subscription Term, Cheers will provide standard business-hours email support and Platform updates. Premium support (if purchased) is detailed in the Quote.

4.3 Uptime Commitment. Cheers targets 99.5 % monthly uptime, excluding scheduled maintenance and force-majeure events. Service credits for excessive downtime are Customer’s sole remedy.

5. Customer Data and Privacy

5.1 Data Ownership. Customer retains all right, title, and interest in Customer Data. Cheers may access and Process Customer Data only (i) to provide and improve the Platform, (ii) to prevent or address service, security, or technical issues, and (iii) as required by law.

5.2 Aggregated Analytics. Cheers may compile anonymous, aggregated statistics derived from Customer Data, provided such statistics do not identify Customer, its employees, or end users.

5.3 Privacy Policy. The processing of personal data is governed by Cheers’ Privacy Policy located at https://cheers.tech/privacy-policy (or successor URL), which is incorporated by reference.

6. Intellectual-Property Rights; Feedback

6.1 Reservation of Rights. Cheers and its licensors own all IP rights in the Platform, Hardware designs, and Documentation. No rights are granted except as expressly stated.

6.2 Feedback. Customer grants Cheers a perpetual, royalty-free license to use suggestions or feedback about the Platform without restriction.

7. Confidentiality

7.1 Definition. “Confidential Information” means non-public information disclosed by a party that is marked or reasonably understood to be confidential.

7.2 Obligations. Each party will: (i) use the other’s Confidential Information only to exercise rights and fulfill obligations under these Terms, and (ii) protect it with the same care it uses for its own (but no less than reasonable care).

7.3 Exclusions & Compelled Disclosure. Information that is or becomes publicly available through no fault, or was independently developed, is not Confidential. A party may disclose Confidential Information if compelled by law, provided it gives reasonable notice (unless legally prohibited).

8. Warranties and Disclaimers

8.1 Performance Warranty. Cheers warrants that, during the Subscription Term, the Application will materially conform to the Documentation. Customer must notify Cheers of any non-conformance within thirty (30) days; Cheers will, at its option, re-perform the services or refund the affected fees.

8.2 Hardware Warranty. Badges are warranted for ninety (90) days against defects in materials and workmanship. Cheers will repair or replace defective Badges returned postage-paid.

8.3 Disclaimer. EXCEPT AS EXPRESSLY STATED, THE PLATFORM, HARDWARE, AND SERVICES ARE PROVIDED “AS IS.” CHEERS DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CHEERS DOES NOT GUARANTEE SPECIFIC NUMBERS OF CUSTOMER REVIEWS, TIPS, OR SALES, OR UNINTERRUPTED OR ERROR-FREE OPERATION.

9. Indemnification

9.1 By Cheers. Cheers will defend Customer against any third-party claim that the unmodified Application, as provided, directly infringes a U.S. patent, copyright, or trade secret, and will pay any damages finally awarded, provided Customer: (a) promptly notifies Cheers; (b) lets Cheers control the defense; and (c) provides reasonable assistance.

9.2 Exclusions. Cheers has no liability for claims arising from (i) Customer Data, (ii) combination with items not supplied by Cheers, (iii) use contrary to the Documentation, or (iv) continued use after Cheers offers a non-infringing substitute.

9.3 Remedies. If the Application is held infringing, Cheers may (i) procure the right to continue use, (ii) replace or modify it, or (iii) terminate the affected service and refund unused prepaid fees.

9.4 By Customer. Customer will defend and indemnify Cheers from claims arising out of Customer Data, Customer’s breach of law or these Terms, or use of the Platform in violation of third-party rights.

10. Liability

10.1 Cap. EXCEPT FOR (a) BREACH OF SECTION 7 (CONFIDENTIALITY), (b) INDEMNIFICATION OBLIGATIONS, OR (c) CUSTOMER’S UNPAID FEES, EACH PARTY’S TOTAL LIABILITY IS LIMITED TO THE AMOUNT PAID OR PAYABLE BY CUSTOMER TO CHEERS UNDER THE QUOTE GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE EVENT.

10.2 Exclusion. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

11. Term, Renewal, and Termination

11.1 Term & Renewal. Each Quote is effective upon execution and continues for its stated Subscription Term. Unless either party gives written notice of non-renewal at least sixty (60) days before the then-current term ends, the Subscription Term renews for successive periods of equal length at Cheers’ then-current pricing.

11.2 Termination for Cause. Either party may terminate (i) for the other’s material breach not cured within thirty (30) days after written notice, or (ii) immediately if the other becomes insolvent or initiates bankruptcy proceedings.

11.3 Effect of Termination. Upon termination, Customer must stop using the Platform and, if requested, return or destroy Cheers Confidential Information. Customer Data will be available for export for thirty (30) days after termination.

11.4 Survival. Sections 5–10 and 12 survive expiration or termination.

12. Audit Rights

During the Subscription Term and for two (2) years thereafter, Customer will maintain records sufficient to verify compliance with Seat limits. At Cheers’ request (no more than annually), Customer will make such records available or allow an independent auditor, bound by confidentiality, to inspect them. If usage exceeds the purchased quantity by more than 5 %, Customer will pay under-billed fees and reasonable audit costs.

13. Compliance and Miscellaneous

13.1 Export. Customer will not export or re-export any Cheers technology except as authorized by U.S. law.

13.2 Anti-Corruption. Each party will comply with applicable anti-bribery and anti-money-laundering laws.

13.3 Assignment. Neither party may assign these Terms without the other’s prior written consent, except to an Affiliate or in connection with a merger or sale of substantially all assets (not involving a direct competitor). Any unauthorized assignment is void.

13.4 Governing Law; Venue. These Terms are governed by California law, excluding conflict-of-laws principles. The state and federal courts located in Santa Clara County, California have exclusive jurisdiction, and each party consents to personal jurisdiction therein.

13.5 Dispute Resolution. Before litigation, the parties will first attempt in good faith to resolve any dispute through senior-management negotiation, then non-binding mediation in San Francisco, California under the WIPO Mediation Rules. Either party may seek injunctive relief in court to protect Confidential Information or IP.

13.6 Force Majeure. Neither party is liable for delays or failures due to causes beyond its reasonable control.

13.7 Entire Agreement; Order of Precedence. These Terms, the Quote, and any referenced schedules constitute the entire agreement and supersede all prior or contemporaneous agreements. Conflicts are resolved in this order: (a) Quote, (b) any addendum, (c) these Terms, (d) Documentation.

13.8 Amendment; Waiver. Any amendment must be in writing signed by both parties. A waiver of a breach is not a waiver of any other breach.

13.9 Severability. If any provision is held unenforceable, it will be modified to reflect the parties’ intent, and the remaining provisions will remain in effect.

13.10 Independent Contractors. The parties are independent contractors; nothing creates an agency, partnership, or joint venture.

13.11 Non-Solicitation. During the Subscription Term and twelve (12) months thereafter, neither party will solicit for employment any employee of the other who became known through the relationship, except through public advertisements. A hiring in breach triggers liquidated damages equal to 50 % of the employee’s first-year base salary.

13.12 Notices. Notices must be in writing and deemed delivered when received at the address set out in the Quote, or electronically to an authorized email with confirmation of receipt.