SOFTWARE SUBSCRIPTION AGREEMENT & TERMS OF SERVICE
Effective Date: 06/30/26
This Software Subscription Agreement & Terms of Service ("Agreement") is entered into between Signet Systems, Inc. ("Signet," "Company," "we," "our," or "us") and the individual or business entity registering for access to the Signet software platform ("Customer," "you," or "your").
This Agreement governs your access to and use of the Services provided by Signet.
By creating an account, checking the acceptance box, clicking "I Agree," entering payment information, or otherwise accessing or using the Services, you acknowledge that you have read, understood, and agree to be legally bound by this Agreement.
If you are accepting this Agreement on behalf of a business or other legal entity, you represent and warrant that you have the authority to bind that entity to this Agreement.
1. Definitions
For purposes of this Agreement, the following definitions apply:
- "Account" means the Customer's registered Signet account used to access the Services.
- "Agreement" means this Software Subscription Agreement & Terms of Service, including any policies or documents incorporated by reference.
- "Customer Content" means all menus, pricing, photographs, logos, trademarks, promotional materials, text, graphics, business information, employee information, customer information, data, and other content uploaded, submitted, or provided by Customer.
- "Documentation" means user guides, tutorials, manuals, onboarding materials, training materials, and related documentation provided by Signet.
- "Effective Date" means the date Customer first accepts this Agreement.
- "Services" means all software, websites, dashboards, applications, APIs, onboarding services, integrations, mobile applications, hosting, updates, maintenance, support services, and related products offered by Signet.
- "Subscription" means Customer's recurring paid right to access and use the Services under the selected pricing plan.
2. Eligibility
By accepting this Agreement, Customer represents and warrants that:
- Customer is at least eighteen (18) years of age.
- Customer has the legal authority to bind the business or organization registering for the Services.
- All registration information provided to Signet is accurate, complete, and current.
- Customer will promptly update registration information if it changes.
- Customer's use of the Services complies with all applicable federal, state, local, and international laws and regulations.
3. Electronic Acceptance
Customer agrees that checking the acceptance box, clicking "I Agree," or otherwise electronically accepting this Agreement constitutes an electronic signature and has the same legal effect as a handwritten signature.
Customer further agrees that all future notices, invoices, updates, disclosures, amendments, and other communications may be delivered electronically unless otherwise required by law.
4. Account Registration
To access the Services, Customer must create an Account using a valid business email address and password.
Customer agrees to:
- maintain accurate registration information;
- keep login credentials confidential;
- restrict access to authorized personnel;
- immediately notify Signet of any unauthorized access or suspected security breach.
Customer remains solely responsible for all activity occurring under its Account.
5. Subscription Plans
Signet offers software through recurring subscription plans.
Current pricing, included features, available add-ons, implementation services, and billing frequency are displayed during registration or within Customer's Account dashboard.
Signet reserves the right to introduce new plans, discontinue plans, or modify available features at any time, subject to Section 28. Changes to this Agreement.
6. Fourteen (14) Day Onboarding Period
After Customer:
- creates an Account;
- accepts this Agreement; and
- provides a valid payment method,
Customer receives a fourteen (14) calendar day onboarding period.
No subscription fee will be charged during this onboarding period.
The setup period is intended to allow Customer to configure its restaurant, menus, branding, payment integrations, business settings, locations, and other implementation requirements before recurring billing begins.
The setup period begins on the calendar date Customer accepts this Agreement.
7. Billing Authorization
By entering payment information, Customer authorizes Signet and its third-party payment processor to:
- securely store Customer's payment method;
- charge all applicable subscription fees;
- collect applicable taxes;
- process future recurring subscription payments;
- retry failed payments as permitted under this Agreement.
Customer agrees to maintain a valid payment method at all times.
8. Initial Billing and Automatic Renewal
Unless Customer cancels before the end of the fourteen (14) day onboarding period, Customer's Subscription will automatically begin immediately following the expiration of the setup period.
The first subscription payment will be charged fourteen (14) calendar days after Customer accepts this Agreement.
Example
If Customer registers and accepts this Agreement on March 3, the first subscription charge will occur on March 17. Future recurring subscription charges will occur on the 17th day of each month until the Subscription is canceled.
Billing Date Adjustment
If the calculated first billing date falls on the 29th, 30th, or 31st day of any month, Customer's initial billing date shall instead become the 28th day of that month.
Once established, the 28th day shall become Customer's permanent recurring monthly billing date unless otherwise modified by Signet.
Examples:
- Register January 15, First charge January 29, Billing date becomes the 28th.
- Register January 16, First charge January 30, Billing date becomes the 28th.
- Register January 17, First charge January 31, Billing date becomes the 28th.
Customer acknowledges that the Subscription automatically renews each month unless canceled before the next scheduled billing date.
9. Failed Payments
If any payment cannot be successfully processed, Signet may, without limiting any other rights available under this Agreement:
- retry the payment using the stored payment method;
- notify Customer of the failed payment;
- suspend access to some or all Services;
- disable certain platform functionality;
- terminate the Subscription for non-payment.
Customer remains responsible for all outstanding fees.
10. Customer Cooperation
Customer agrees to provide all information reasonably requested by Signet that is necessary to configure, implement, publish, maintain, or support the Services.
Such information may include, without limitation:
- restaurant information;
- menus;
- pricing;
- logos;
- branding assets;
- photographs;
- tax information;
- payment processor credentials;
- POS integration information;
- Apple Developer account access;
- Google Play Console access;
- business licenses;
- and other information reasonably required to provide the Services.
Delays caused by Customer's failure to provide requested information shall not extend the setup period, delay billing, or relieve Customer of its payment obligations unless Signet expressly agrees otherwise in writing.
11. License Grant
Subject to Customer's continued compliance with this Agreement and timely payment of all applicable fees, Signet grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and use the Services solely for Customer's own internal business operations.
Customer receives a license to use the Services. Customer does not acquire ownership of the software.
12. Ownership of the Services
The Services are licensed, not sold.
Signet and its licensors retain all worldwide right, title, and interest in and to:
- software;
- source code;
- object code;
- user interfaces;
- APIs;
- documentation;
- databases;
- workflows;
- dashboards;
- trademarks;
- copyrights;
- trade secrets;
- patents;
- designs;
- branding;
- proprietary technology;
- and all related intellectual property.
Except for the limited license expressly granted herein, no ownership rights are transferred to Customer.
13. Customer Content
Customer retains ownership of all Customer Content submitted to the Services.
Customer grants Signet a worldwide, non-exclusive, royalty-free license to host, reproduce, process, transmit, display, copy, modify solely for formatting purposes, and otherwise use Customer Content only as reasonably necessary to:
- provide the Services;
- publish Customer's website or mobile application;
- synchronize integrations;
- perform backups;
- maintain platform security;
- improve platform functionality;
- provide technical support.
Customer represents and warrants that:
- Customer owns or has permission to use all submitted content;
- submitted content does not infringe the rights of any third party;
- Customer Content complies with applicable law.
14. Feedback
Customer may voluntarily provide suggestions, recommendations, feature requests, ideas, comments, or other feedback regarding the Services.
Customer agrees that Signet may freely use, modify, incorporate, commercialize, publish, distribute, or otherwise exploit such feedback without restriction and without any obligation to compensate Customer.
Customer acknowledges that providing feedback does not grant Customer any ownership interest in future improvements or features developed by Signet.
15. Acceptable Use
Customer agrees to use the Services only for lawful business purposes and in accordance with this Agreement.
Customer shall not, and shall not permit any employee, contractor, or third party to:
- copy, reproduce, distribute, sell, lease, sublicense, or commercially exploit the Services except as expressly authorized by Signet;
- modify, adapt, translate, decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code or underlying technology of the Services;
- interfere with, disrupt, damage, or compromise the security, integrity, or performance of the Services or any related systems or networks;
- access or attempt to access any account, data, or system without authorization;
- upload or transmit viruses, malware, ransomware, malicious code, or other harmful software;
- use automated scripts, bots, crawlers, scrapers, or similar technologies to collect information from the Services without Signet's prior written consent;
- upload content that is unlawful, defamatory, fraudulent, infringing, obscene, threatening, or otherwise objectionable;
- violate any applicable federal, state, local, or international law or regulation;
- use the Services in any manner that could damage Signet's reputation or interfere with other customers' use of the Services.
Signet reserves the right to investigate suspected violations and take appropriate action, including suspension or termination of access.
16. Beta Features
From time to time, Signet may make beta, preview, early access, or experimental features ("Beta Features") available to Customer.
Beta Features are provided solely for evaluation purposes and may:
- contain bugs or errors;
- be incomplete;
- change without notice;
- be discontinued at any time.
Beta Features are provided "AS IS" without warranties of any kind. Customer uses Beta Features entirely at its own risk.
17. Third-Party Services
The Services may integrate with third-party providers, including but not limited to:
- payment processors;
- point-of-sale systems;
- delivery platforms;
- Apple App Store;
- Google Play Store;
- hosting providers;
- analytics providers;
- messaging providers;
- mapping services;
- identity verification providers;
- and other third-party software or services.
Signet does not own or control these third-party services and is not responsible for:
- their availability;
- their security;
- their performance;
- their pricing;
- their policies;
- their actions or omissions.
Customer's use of third-party services is governed by the applicable third party's own agreements and policies.
18. App Store Publishing
Where Signet assists Customer in publishing a mobile application, Customer acknowledges that approval of any application submitted to the Apple App Store, Google Play Store, or any other marketplace is solely within the discretion of the applicable marketplace operator.
Signet does not guarantee:
- application approval;
- approval timelines;
- continued availability within any marketplace;
- rankings or discoverability;
- downloads;
- customer traffic;
- or commercial success.
Customer is responsible for complying with all marketplace requirements applicable to its business.
19. Privacy
Customer's use of the Services is also governed by Signet's Privacy Policy, which is incorporated into this Agreement by reference.
Customer acknowledges that Signet may collect, process, store, transmit, and use information necessary to provide, secure, improve, and support the Services in accordance with applicable privacy laws and the Privacy Policy.
20. Confidentiality
Each party may receive confidential information belonging to the other party.
Confidential Information includes, without limitation:
- business strategies;
- pricing;
- customer information;
- financial information;
- technical information;
- software architecture;
- source code;
- trade secrets;
- product roadmaps;
- security information;
- and other information reasonably understood to be confidential.
Each party agrees to:
- protect Confidential Information using reasonable care;
- use Confidential Information only as necessary to perform under this Agreement;
- not disclose Confidential Information to third parties except as required by law or with prior written consent.
These obligations survive termination of this Agreement.
21. Service Availability
Signet strives to maintain reliable and uninterrupted access to the Services.
However, Customer acknowledges that temporary interruptions may occur due to:
- scheduled maintenance;
- emergency maintenance;
- software updates;
- internet outages;
- cloud provider outages;
- cyberattacks;
- denial-of-service attacks;
- telecommunications failures;
- power failures;
- or events beyond Signet's reasonable control.
Signet does not guarantee uninterrupted or error-free availability of the Services.
22. Data Storage and Backups
Signet performs reasonable measures to protect Customer data and may perform periodic backups of platform data.
However, Customer remains responsible for maintaining copies of any information critical to its business operations.
Although Signet may restore data when reasonably possible, Signet does not guarantee that any lost, deleted, corrupted, or unavailable data can be recovered.
23. Taxes
Customer is responsible for all applicable federal, state, provincial, local, and foreign taxes arising from Customer's Subscription or use of the Services, excluding taxes based solely upon Signet's income.
Where required by law, Signet may collect and remit applicable taxes.
24. Suspension of Services
Signet may immediately suspend some or all access to the Services if Signet reasonably determines that:
- Customer has failed to pay amounts due;
- Customer has violated this Agreement;
- Customer's account presents a security risk;
- Customer's use threatens the integrity, availability, or security of the Services;
- Customer engages in fraudulent, unlawful, abusive, or deceptive conduct;
- suspension is necessary to comply with applicable law or governmental requests.
Where reasonably practicable, Signet will attempt to provide notice before suspension.
25. Termination
Customer may terminate its Subscription at any time by canceling through the Account dashboard or by contacting Signet Support.
Termination becomes effective at the end of the current paid billing period unless otherwise required by law.
Signet may terminate this Agreement immediately upon written notice if Customer:
- materially breaches this Agreement;
- fails to pay subscription fees;
- repeatedly violates platform policies;
- engages in unlawful activity;
- infringes Signet's intellectual property rights;
- or uses the Services in a manner that could reasonably harm Signet, its customers, or third parties.
26. Effect of Termination
Upon termination or expiration of this Agreement:
- Customer's right to access and use the Services immediately ends;
- all unpaid amounts become immediately due and payable;
- Customer shall cease all use of the Services;
- Signet may disable Customer's access credentials.
Unless prohibited by law or otherwise agreed in writing, Signet may permanently delete Customer Content and Account information after a commercially reasonable retention period following termination.
Customer is responsible for exporting any data it wishes to retain before termination becomes effective.
27. No Refunds
Except where required by applicable law or expressly approved by Signet in writing, all subscription fees, onboarding fees, implementation fees, and other charges are non-refundable.
Cancellation prevents future subscription renewals but does not entitle Customer to a refund of fees already paid.
If Signet issues a refund in any instance, such refund shall not obligate Signet to issue refunds in any future circumstance.
28. Changes to Services and Agreement
Signet continually improves and updates the Services.
Accordingly, Signet may modify:
- features;
- functionality;
- subscription plans;
- pricing;
- integrations;
- documentation;
- and this Agreement.
If Signet makes a material change to this Agreement that affects Customer's rights or obligations, Signet will provide reasonable notice through email, the Services, or the Customer dashboard before the changes become effective.
Customer's continued use of the Services after the effective date of such changes constitutes acceptance of the revised Agreement.
29. Warranty Disclaimer
To the maximum extent permitted by applicable law, the Services are provided on an "AS IS" and "AS AVAILABLE" basis.
Signet makes no representations or warranties of any kind, whether express, implied, statutory, or otherwise, including, without limitation, any implied warranties of: merchantability; fitness for a particular purpose; title; non-infringement; accuracy; reliability; security; or that the Services will be uninterrupted, error-free, or free from harmful components.
Signet does not warrant that the Services will meet Customer's specific business requirements or produce any particular business result, including increased sales, customer growth, or app store performance.
30. Limitation of Liability
To the maximum extent permitted by law, Signet, its affiliates, officers, directors, employees, contractors, licensors, and agents shall not be liable for any: indirect damages; incidental damages; consequential damages; special damages; exemplary damages; punitive damages; loss of profits; loss of revenue; loss of goodwill; loss of business opportunities; loss of data; business interruption; cost of substitute services; arising out of or related to this Agreement or the Services, regardless of the legal theory asserted, even if advised of the possibility of such damages.
To the maximum extent permitted by law, Signet's total cumulative liability arising out of or relating to this Agreement shall not exceed the total subscription fees actually paid by Customer to Signet during the twelve months immediately preceding the event giving rise to the claim.
Some jurisdictions do not allow certain limitations of liability. In those jurisdictions, this section shall apply only to the maximum extent permitted by law.
31. Indemnification
Customer agrees to defend, indemnify, and hold harmless Signet, its parent companies, subsidiaries, affiliates, officers, directors, employees, contractors, licensors, successors, assigns, and agents from and against any claims, liabilities, damages, judgments, settlements, losses, costs, and expenses including reasonable attorneys' fees arising out of or relating to:
- Customer's use of the Services;
- Customer Content;
- Customer's violation of this Agreement;
- Customer's violation of applicable law;
- Customer's infringement or alleged infringement of any third-party intellectual property or other rights.
Signet reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification.
32. Force Majeure
Neither party shall be liable for delays or failures to perform caused by events beyond its reasonable control, including but not limited to: natural disasters; fire; flood; earthquake; severe weather; pandemic; epidemic; labor disputes; war; terrorism; civil unrest; governmental actions; internet outages; cloud service failures; telecommunications failures; cyberattacks; denial-of-service attacks; utility failures; or failures of third-party service providers.
Performance shall be excused for the duration of the applicable event.
33. Limitation Period
To the maximum extent permitted by law, any claim, action, or proceeding arising out of or relating to this Agreement or the Services must be commenced within one year after the claim first arose.
Claims brought after that period are permanently barred.
34. No Waiver
Failure by Signet to enforce any provision of this Agreement shall not constitute a waiver of that provision or of any other provision.
Any waiver shall be effective only if made in writing and signed by an authorized representative of Signet.
35. Assignment
Customer may not assign, transfer, delegate, sublicense, or otherwise transfer any rights or obligations under this Agreement without Signet's prior written consent.
Any attempted assignment in violation of this Section shall be null and void.
Signet may assign this Agreement without Customer's consent in connection with: a merger; acquisition; corporate reorganization; financing transaction; sale of substantially all assets; or by operation of law.
36. Relationship of the Parties
Nothing contained in this Agreement creates any partnership, joint venture, franchise, employment, agency, fiduciary, or similar relationship between Customer and Signet. Each party is an independent contracting party.
37. Severability
If any provision of this Agreement is determined by a court of competent jurisdiction to be unlawful, invalid, or unenforceable, that provision shall be enforced to the maximum extent permitted by law, and the remaining provisions shall remain in full force and effect.
38. Entire Agreement
This Agreement, together with any policies or documents expressly incorporated by reference including the Privacy Policy, constitutes the complete and exclusive agreement between Customer and Signet regarding the Services.
It supersedes all prior or contemporaneous agreements, negotiations, representations, proposals, understandings, and communications relating to the subject matter of this Agreement.
39. Survival
The following provisions shall survive termination or expiration of this Agreement to the extent necessary to give them effect: Payment Obligations; Ownership of the Services; Customer Content License; Feedback; Confidentiality; Warranty Disclaimer; Limitation of Liability; Indemnification; Limitation Period; Governing Law and Venue; and any other provision that by its nature is intended to survive termination.
40. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of law principles.
Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Salt Lake County, Utah, and each party irrevocably submits to the personal jurisdiction of those courts.
41. Notices
Signet may provide notices under this Agreement by: email; posting within the Services; the Customer dashboard; or any other reasonable electronic means.
Customer is responsible for maintaining a current and accurate email address associated with its Account.
Notices to Signet shall be sent to:
Signet Systems, Inc.
Email: info@signetos.com
Address: 55 N Merchant St, American Fork, UT 84003 PO Box 821
42. Contact Information
Questions regarding the Services or this Agreement may be directed to:
Signet Systems, Inc.
Email: info@signetos.com
Website: www.signetos.com
Business Address: 55 N Merchant St, American Fork, UT 84003 PO Box 821
43. Acceptance
By checking the acceptance box, clicking "I Agree," creating an account, providing payment information, or accessing the Services, Customer acknowledges that Customer has read, understood, and agrees to be legally bound by this Agreement.
Customer further acknowledges that:
- Customer has authority to bind the business registering for the Services;
- Customer authorizes Signet and its payment processor to charge the selected payment method in accordance with this Agreement;
- Customer understands that the Subscription includes a fourteen day setup period before the first subscription charge;
- the Subscription will automatically renew each month unless canceled before the next scheduled billing date;
- Customer has had the opportunity to review this Agreement before accepting it.