Pay Now Direct, Inc.

Master Services Agreement (Terms & Conditions)

1. DEFINITIONS

“Client,” “you,” or “your” refers to the customer entering into this Agreement.
“Services” refers to all program-based work (including POS, hosting, and management services) and project-based work (including website builds and custom software).
“Proposal of Services” or “Statement of Work (SOW)” refers to the specific scope of work, deliverables, and pricing agreed upon in writing for each project.

2. PROGRAM OPTIONS

Program 1: POS Online Portal ($69/month)
– Unlimited user accounts
– Inventory management
– Order management (orders, returns, reports)
– eCommerce tools (WooCommerce, Wix, Shopify integrations)
– App integrations (loyalty, multi-location management, etc.)

Program 2: Online Portal & Website Management ($179.99/month, 36 months)
Includes all of Program 1, plus:
– Website hosting, domain, and email management
– Website development (as per contract/estimate)
– USDA/FNS SNAP EBT applications
– Three (3) hours of monthly support after setup
– Plugin/feature management (excluding one-time setup fees)
– Weekly backups

Program 3: Custom Website Build & Software
– Based on SOW/estimate (via ZoHo Invoice)
– 50% non-refundable deposit due at contract signing
– 50% balance due before launch
– Additional services billed separately

3. PROJECTS & WEBSITE BUILDS

Company acts as independent contractor.
Work is limited to agreed SOW; changes require amendment.
Typical timeline ~6 weeks, dependent on Client responsiveness.
Delayed >5 days = Delayed, >45 days = Suspended (balance due), >90 days = Abandoned (monies forfeited).
Rush fee: minimum 25% of project cost.

4. PAYMENT TERMS

Program payments due at start of billing cycle.
Program 3 projects: 50% deposit, 50% prior to launch.
Late payments (>30 days) may suspend services; 12% annual interest applies.
No refunds on hosting/management fees.

5. TERMINATION

Program 1: Month-to-month; 30 days’ notice required.

Program 2:
– 36-month term ($179.99/month).
– Total value: $6,479.64.
– Early termination = remaining balance due: (Total contract value – Payments made).
– Example: Terminating after 18 months = $3,239.82 paid, $3,239.82 balance due.
– Ownership transfers only upon full payment.

Program 3:
– Deposits are non-refundable.
– Cancelling after development begins = full balance owed.
– Example: $20,000 project, $10,000 deposit. Cancel mid-project = $10,000 balance due.
– Ownership transfers only upon full payment.

6. INTELLECTUAL PROPERTY & LICENSES

Company retains ownership of pre-existing IP, frameworks, and tools.
Client receives rights to deliverables upon full payment.
Third-party tools remain subject to their licenses.

7. ADDITIONAL TERMS

Hosting/security/backups included in Program 2 only.
Third-party vendor issues not Company’s responsibility.
Client responsible for compliance with laws and regulations (e.g., USDA/FNS, PCI DSS, accessibility).

8. INDEMNIFICATION

Client agrees to indemnify, defend, and hold harmless Company and its officers, employees, and agents from any claims, damages, or expenses arising from Client’s use of Services, Client-provided content, or legal/regulatory non-compliance.

9. LIMITATION OF LIABILITY

Company’s liability is limited to direct damages not exceeding the total fees paid in the prior six (6) months. Company is not liable for indirect, incidental, or consequential damages (e.g., lost profits, lost data).

10. DISCLAIMER OF WARRANTY

All Services are provided “as is” without warranties of any kind, express or implied.

11. GOVERNING LAW & DISPUTES

This Agreement is governed by California law. Disputes must first go to mediation in Alameda County, CA. If unresolved within 60 days, either party may pursue litigation in Alameda County courts.

12. ENTIRE AGREEMENT

This Agreement, along with any SOWs or Proposals of Services, is the complete agreement between the parties and supersedes all prior discussions. Amendments must be in writing and signed by both parties.

Appendix A – Financial Summary

Program	Monthly Fee	Commitment Term	Total Contract Value	Early Termination Obligation	Ownership Transfer
Program 1: POS Online Portal	$69.00	Month-to-Month	N/A	Can cancel with 30 days’ notice	Not applicable
Program 2: Online Portal & Website Mgmt	$179.99	36 months	$6,479.64	Balance of total contract value, less payments made	Transfers only upon full payment
Program 3: Custom Website/Software	Based on estimate	Per contract/SOW	Based on estimate	Deposit non-refundable; balance due if cancelled mid-project	Transfers only upon full payment