Standard Terms and Conditions for Customers

Version: 2025-10-12

Background

FastBar Technologies, Inc. ("FastBar") provides technology, equipment, and support enabling payments and transaction management for events and venues. The customer identified in the applicable Order Form ("Customer") desires to obtain certain FastBar products and services under these Terms and the applicable Order Form.

These Terms and Conditions ("Terms") are incorporated by reference into each Order Form executed between FastBar and Customer. Together, the Order Form and these Terms form the "Agreement."

The Agreement consists of:

  • Part A – Core Terms: Applies to all Orders.

  • Part B – SaaS Services Module: Applies if the Order includes software access, licenses, or subscription services.

  • Part C – Hardware Purchase Module: Applies if the Order includes equipment sales or purchases.

  • Part D – Hardware Rental Module: Applies if the Order includes equipment rentals or leases.

  • Part E – Consumables Module: Applies if the Order includes RFID wristbands or other consumables.

  • Part F – On-Site Services Module: Applies if the Order includes setup, configuration, training, or on-site technical support.

Each Module automatically applies based on the products and services listed in the Order Form. The Order Form may modify or supplement these Terms. In the event of conflict, the following order of precedence applies: (1) the Order Form, (2) the relevant Module, (3) these Core Terms. Headings are for convenience only and do not affect interpretation.

Part A – Core Terms

1. Definitions

1.1 Customer Data means data input by Customer or generated through use of the Services.

1.2 Transaction Data means data generated by attendees or end users through transactions at Customer events, including payment transactions, purchase history, receipts, and related financial records.

1.3 Hardware means equipment or devices provided, sold, or rented by FastBar.

1.4 Services means FastBar's hosted point-of-sale software and related cloud or support services.

1.5 Consumables means RFID wristbands and other disposable items.

1.6 On-Site Services means setup, training, or technical support performed by FastBar personnel or contractors.

1.7 Usage means the metric for calculating fees as specified in the Order Form, which may include, but is not limited to: per event, per device, per transaction, per item, or percentage of sales.

1.8 Burn-Down Licenses means a prepaid pool of POS licenses where each use of a POS device at an event consumes license credits according to the consumption rate specified in the Order Form or, if not specified, according to the standard rate schedule in Section 3.7.

2. Term and Termination

2.1 Enterprise SaaS Subscriptions. Unless otherwise stated in the Order Form, subscriptions are for a fixed one-year term, payable in advance, and are non-cancellable and non-refundable once executed. Subscriptions automatically renew for successive one-year terms at FastBar's then-current rates unless either party gives at least sixty (60) days' written notice of non-renewal before the end of the then-current term.

2.2 Month-to-Month or Ad Hoc Licensing. Customer may terminate month-to-month or ad hoc licenses upon thirty (30) days' written notice. Prepaid amounts are non-refundable.

2.3 Event-Based Services. Unless otherwise specified in the Order Form, cancellations are subject to the following fees based on written notice received prior to the event date:
(a) More than 60 days – twenty-five percent (25%) of the total order value;
(b) 30 to 59 days – fifty percent (50%) of the total order value;
(c) Less than 30 days – one hundred percent (100%) of the total order value.
These cancellation fees are agreed liquidated damages reflecting FastBar's committed costs and lost opportunity, and not a penalty. FastBar will work with Customer to apply payments toward rescheduled or future events where feasible, though FastBar is not obligated to refund non-recoverable costs already incurred on Customer's behalf.

2.4 Termination for Insolvency. Either party may terminate immediately if the other becomes insolvent, makes an assignment for creditors, or enters bankruptcy proceedings.

2.5 Effect of Termination. Termination does not relieve Customer of payment obligations accrued prior to termination.

3. Fees and Payment

3.1 Payment Terms.
(a) Default. Unless otherwise stated in the Order Form, all payments are due upon receipt of invoice.
(b) Alternative Payment Structures. The Order Form may specify alternative payment structures, including but not limited to: milestone payments, advance payments, percentage-based payments, transaction-based payments, or usage-based payments. FastBar may collect amounts owed under this Agreement either: (i) at the time of processing customer transactions, (ii) by invoice, or (iii) by charging Customer's payment method on file.

3.2 Payment Authorization and Late Fees. Customer authorizes FastBar to charge the payment method on file for amounts due under this Agreement and shall maintain valid payment information. Late payments are subject to interest at one and one-half percent (1.5%) per month or the maximum permitted by law, whichever is less.

3.3 Usage Measurement. FastBar's systems are the sole basis for calculating Usage and fees. Customer may access usage reports through the admin portal or by request. FastBar's records are presumed accurate unless Customer provides contrary evidence within thirty (30) days of the invoice date.

3.4 Taxes. Customer is responsible for all applicable taxes, duties, and similar charges (excluding FastBar's income taxes) and shall provide valid exemption certificates if applicable.

3.5 Payment Processing Fees. Customer is responsible for all third-party payment processing fees (e.g., Stripe fees), chargebacks, and disputes.

3.6 Burn-Down License Usage.
(a) Consumption. For Orders with Burn-Down Licenses, license credits are consumed based on POS devices that process at least one non-voided transaction during an event. POS devices that are powered on but do not process any non-voided transactions do not consume license credits.

(b) Consumption Rates. Unless otherwise specified in the Order Form, licenses are consumed according to the following schedule based on event duration:

  • 1-day event: 1.0 license per POS device

  • 2-day event: 1.2 licenses per POS device

  • 3-day event: 1.5 licenses per POS device

  • 4-day event: 1.8 licenses per POS device

  • 5-day event: 2.1 licenses per POS device

  • 6-day event: 2.4 licenses per POS device

  • 7-day event: 2.7 licenses per POS device

Events exceeding 7 days are not eligible for Burn-Down Licenses. Customers requiring longer-duration events should use FastBar's monthly subscription model.

(c) Event Configuration. Events must have a defined start and end date in the FastBar system. Customer may not configure events in a manner designed to circumvent license consumption requirements.

(d) Usage Tracking. Customer may access usage reports through the admin portal or by request. FastBar's transaction records are the sole basis for calculating license consumption.

(e) Expiration. Unused license credits expire at the end of the subscription term and do not roll over upon renewal. License credits are non-refundable. Additional licenses may be purchased at FastBar's then-current rates.

4. Confidentiality

Each party shall protect the other's confidential information using at least reasonable care and use it solely to perform its obligations under this Agreement. Confidential information does not include information that: (i) is or becomes public through no breach; (ii) was previously known; (iii) is received from a third party without breach; or (iv) is independently developed. Each party shall limit disclosure to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations. Upon termination or upon request, each party shall return or destroy confidential information, except as required by law. If compelled by law to disclose, the receiving party shall provide prompt notice and reasonable assistance in seeking a protective order, unless prohibited by law.

5. Intellectual Property

FastBar retains all right, title, and interest in and to its Services, technology, and related materials. Customer receives only those rights expressly granted herein. Customer grants FastBar a perpetual, irrevocable, worldwide, royalty-free license to use any feedback, suggestions, or ideas provided by Customer to improve FastBar's products and services without any obligation or compensation to Customer.

6. Data Ownership and Use

6.1 Customer Data Ownership. Customer owns data it directly inputs into the Services. Customer grants FastBar a non-exclusive, worldwide, royalty-free license to process such data to provide the Services, prevent fraud, ensure compliance, and improve FastBar's products and services.

6.2 Transaction Data. Customer and FastBar may each use Transaction Data. FastBar may retain Transaction Data indefinitely to: (i) maintain accurate financial records and comply with legal obligations; (ii) provide ongoing access to receipts and transaction history for attendees; (iii) perform fraud prevention and dispute resolution; and (iv) fulfill payment processor requirements. Transaction Data cannot be deleted while FastBar has ongoing obligations to attendees, payment processors, or regulators.

6.3 Aggregated and Anonymized Data. FastBar may create and use anonymized or aggregated data derived from Customer Data and transaction data for any purpose, including analytics, benchmarking, product improvement, and commercial use. Such anonymized data does not identify Customer or individual attendees and is FastBar's sole property.

6.4 Data Retention. FastBar may retain all data as long as legally permissible or operationally necessary to fulfill its obligations under this Agreement or to attendees, payment processors, or regulatory authorities.

7. Security and Compliance

FastBar maintains commercially reasonable safeguards and complies with PCI DSS standards. Customer remains responsible for PCI compliance within its operations. FastBar shall notify Customer promptly upon becoming aware of any unauthorized access to or disclosure of Customer Data or Transaction Data, and shall cooperate with Customer in investigating and mitigating such incidents.

8. Warranties and Disclaimers

FastBar warrants that the Services will perform materially in accordance with their documentation. If the Services fail to meet this warranty, FastBar will use commercially reasonable efforts to correct the issue or, if unable to do so, Customer may terminate and receive a pro-rata refund of prepaid fees for the affected Services.

EXCEPT AS STATED ABOVE, ALL SERVICES, HARDWARE, AND CONSUMABLES ARE PROVIDED "AS IS." FASTBAR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. Limitation of Liability

9.1 Liability Cap. FastBar's total liability under this Agreement shall not exceed: (a) for Services provided on a subscription basis, the fees paid by Customer in the twelve (12) months preceding the claim; or (b) for all other Services, Hardware, Consumables, or event-based services, the fees paid under the applicable Order giving rise to the claim.

9.2 Consequential Damages. Neither party is liable for indirect, incidental, consequential, or punitive damages.

10. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Washington. Any dispute arising from this Agreement shall first be submitted to mediation in King County, Washington. If mediation does not resolve the dispute within thirty (30) days, the dispute shall be resolved by binding arbitration under the rules of the American Arbitration Association, with venue in King County, Washington. Notwithstanding the foregoing, either party may seek injunctive or equitable relief in court for breaches of confidentiality or intellectual property rights without first pursuing mediation or arbitration. For any matters not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts in King County, Washington.

11. General Provisions

11.1 Force Majeure. Neither party is liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, pandemics, government actions, or utility failures. The affected party shall promptly notify the other party and use reasonable efforts to resume performance. Either party may terminate the affected Order if the event continues for more than sixty (60) days. Force majeure does not relieve Customer of payment obligations for Services performed, costs incurred, or equipment delivered prior to the event.

11.2 Assignment. Customer may not assign this Agreement without FastBar's prior written consent. FastBar may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Any unauthorized assignment is void.

11.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties' intent.

11.4 Waiver. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced. Failure to enforce any provision of this Agreement does not constitute a waiver of the right to enforce it in the future or to enforce any other provision.

12. Entire Agreement and Amendments

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to its subject matter. This Agreement may be amended by a written document signed by both parties, including through execution of an Order Form. Terms in Customer purchase orders or similar documents do not modify this Agreement.

13. Publicity and Marketing

13.1 Public Marketing. FastBar may use Customer's name and logo in its marketing materials, website, presentations, and customer lists.

13.2 Sales Demonstrations. FastBar may use customer accounts to demonstrate the Services to prospective customers.

13.3 Opt-Out. Customer may request in writing that its name, logo, or account not be used for marketing or demonstration purposes, and FastBar shall comply within a reasonable time.

14. Notices

All notices must be in writing and sent to the contact addresses in the Order Form. Notices may be delivered by email or courier. Notices are effective upon delivery by courier or successful email transmission.

15. Survival

The following provisions shall survive termination or expiration of this Agreement: Section 3 (Fees and Payment) for amounts accrued prior to termination, Section 4 (Confidentiality), Section 5 (Intellectual Property), Section 6 (Data Ownership and Use), Section 8 (Warranties and Disclaimers), Section 9 (Limitation of Liability), Section 10 (Governing Law and Dispute Resolution), Section 16 (Indemnification), and any other provision that by its nature should survive termination.

16. Indemnification

16.1 By Customer. Customer shall indemnify, defend, and hold harmless FastBar from any claims arising from: (i) Customer's use of the Services in violation of this Agreement or applicable law; (ii) Customer's breach of its obligations under this Agreement; or (iii) claims that Customer Data infringes third-party rights.

16.2 By FastBar. FastBar shall indemnify, defend, and hold harmless Customer from any claims that the Services infringe third-party intellectual property rights, provided Customer promptly notifies FastBar and cooperates in the defense.

16.3 Procedure. The indemnified party shall promptly notify the indemnifying party of any claim, allow the indemnifying party to control the defense, and provide reasonable cooperation. The indemnified party may participate in the defense at its own expense.

Part B – SaaS Services Module

B1. License Grant

FastBar grants Customer a non-exclusive, non-transferable license to access and use the Services during the subscription term for Customer's internal business operations. The Services are licensed, not sold.

B2. Restrictions

Customer may not: (i) copy, modify, or create derivative works of the Services; (ii) reverse engineer, decompile, or disassemble the Services; (iii) rent, lease, lend, sell, sublicense, or transfer the Services to any third party; or (iv) use the Services for any unlawful purpose or in violation of this Agreement.

B3. Customer Responsibilities

Customer shall: (i) maintain compatible devices and reliable internet connectivity; (ii) maintain a valid Stripe account or other approved payment processor account for payment processing; (iii) comply with all applicable laws and regulations in its use of the Services; and (iv) be responsible for all activity occurring under its account credentials.

B4. Suspension Rights

FastBar may suspend Customer's access to the Services immediately if: (i) Customer fails to pay amounts when due; (ii) Customer violates the terms of this Agreement; (iii) FastBar reasonably believes Customer's use poses a security risk or violates applicable law; or (iv) as required by law or court order. FastBar will provide notice of suspension when reasonably practicable and will restore access promptly upon cure of the issue.

B5. Effect of Termination

Upon termination or expiration of the subscription, Customer's license to the Services terminates immediately and FastBar may disable Customer's access. Customer shall export any data it wishes to retain prior to termination. FastBar has no obligation to retain or provide access to Customer Data after termination.

B6. Service Modifications

FastBar may modify, update, or discontinue features of the Services at any time. FastBar will use commercially reasonable efforts to ensure that modifications do not materially diminish the core functionality of the Services. Continued use of the Services after modifications constitutes acceptance of such changes.

Part C – Hardware Purchase Module

C1. Title, Risk, and Warranty

Title and risk of loss for purchased Hardware transfer to Customer upon delivery and full payment. Purchased Hardware is provided with any applicable manufacturer or supplier warranties, which are passed through to Customer. FastBar makes no warranties with respect to purchased Hardware and disclaims all warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

Part D – Hardware Rental Module

D1. Rental Term

Rental periods are as stated in the Order Form. Customer shall return rented Hardware promptly upon completion of the event or rental period, or on the next business day if the event concludes outside of normal business hours.

D2. Condition and Return

Customer shall return rented Hardware in the same condition as received, normal wear and tear excepted. Hardware must be cleaned, functional, and include all original components and accessories. Customer is responsible for all costs associated with cleaning, repairing, or replacing Hardware that is returned in unsatisfactory condition.

D3. Late Returns

If Customer fails to return rented Hardware by the end of the rental period, Customer shall pay additional rental fees at the daily rate specified in the Order Form (or if not specified, FastBar's then-current daily rental rate) for each day or partial day the Hardware is retained beyond the rental period, plus any additional costs incurred by FastBar due to the late return.

D4. Responsibility, Security and Loss

Customer is responsible for rented Hardware from delivery until FastBar confirms return. Customer shall provide secure storage and reasonable protection for rented Hardware while in Customer's possession and shall promptly report any loss or damage. Customer is liable for all theft, loss, or damage to rented Hardware or other FastBar property while in Customer's custody or control.

D5. Title

Title to rented Hardware remains with FastBar at all times. If rented Hardware is lost, stolen, or destroyed, FastBar's performance obligations with respect to that Hardware are excused, and all fees remain payable.

Part E – Consumables Module

E1. Delivery and Risk

Risk of loss for Consumables passes to Customer upon delivery.

E2. Ordering, Proofs, and Returns for RFID Wristbands and Cards

(a) Order Timing. Orders must be confirmed at least six (6) weeks before the required delivery date ("Cut-Off Date"). Orders placed after the Cut-Off Date may be accepted on a best-efforts basis but are non-refundable.

(b) Artwork and Proof Approval. FastBar provides a template or assists using Customer assets. All artwork must be approved by both parties before production. FastBar shall provide a Production Proof for written approval prior to manufacture. If Customer fails to respond within three (3) business days, approval is deemed granted.

(c) Color and Print Tolerances. Exact color matching cannot be guaranteed; FastBar will make commercially reasonable efforts to match colors as closely as possible.

(d) Defects. Consumables are non-returnable except for manufacturing or material defects, defined as a material deviation from the approved proof, agreed specifications, or functional defect (e.g., unreadable RFID or misprint). Customer must report any defects within seven (7) days of delivery. Upon receiving notice of a valid defect, FastBar will work with Customer on an appropriate remedy, which may include replacement, alternative design, refund, or other solution depending on timing and Customer requirements.

Part F – On-Site Services Module

F1. Scope

On-Site Services include setup, configuration, training, and technical support provided by FastBar personnel or contractors.

F2. Access and Safety

Customer shall provide safe, secure working conditions, reasonable access to necessary areas, and any required credentials, passes, or facilities. Customer shall be responsible for damages or delays caused by unsafe or inaccessible conditions.