This Point of Sale Services Agreement (this “POS Agreement”) is by and between you (“you” or “Retailer”) and Lovingly, LLC, (“we,” “us” or “Lovingly”), a Delaware limited liability company with a principal place of business located at 1399 Route 52, Suite 100, Fishkill, New York 12524. This POS Agreement describes the terms under which Lovingly will provide you with access to and use of the POS Services.

1. Binding Agreement.

1. Binding Agreement. This POS Agreement constitutes part of a single, binding agreement between you and Lovingly that includes the documents and terms incorporated by reference as described in Section 3 below (collectively, this “Agreement”).  

2. Effective Date. When you log into your Retailer Account from time to time, you will be presented with a dialogue box prompting you to agree to certain relevant terms and documents. By checking the box corresponding to this POS Agreement and clicking “I Agree” or taking any similar actions within that dialogue box, you agree to the terms of this Agreement. The date you take such actions is the “Effective Date” of this Agreement.  

2. Definitions.

1. “Agreement” has the meaning given to it in Section 1(a).

2. "Authorized User" means Retailer's employees, consultants, contractors, and agents who are authorized by Retailer to access and use the OPMS Services subject to the terms of this Agreement.

3. “Customer Data” has the meaning given to it in the Retailer Terms of Service.

4. “Customer Order” means any purchase made by a Customer through the Services, whether made directly by the Customer or manually entered by Retailer.

5. “Effective Date” has the meaning given to it in Section 1(b).

6. “Initial Term” has the meaning given in Section 7(a).

7. “Lovingly” has the meaning given to it in the preamble.

8. “Party” or “Parties” means you or Lovingly or both as dictated by context.

9. “POS Agreement” has the meaning given in the preamble.

10. “POS Services” has the meaning given in Section 4.

11. “Renewal Term” has the meaning given to it in Section 7(b).

12. “Retailer” has the meaning given to it in the preamble.

13. “Retailer Account” has the meaning given in the Retailer Terms of Service.

14. “Retailer Terms of Service” means the terms of service located at https://www.lovingly.com/legal/us/retailer-terms, which describe the general terms of the commercial relationship between you and Lovingly.

15. “Term” has the meaning given to it in Section 7(b).

3. Incorporated Documents; Conflicts.

1. This POS Agreement incorporates the following documents by reference:

1. the Retailer Terms of Service; and

2. any other agreements, exhibits, appendices, addenda or other terms incorporated by reference in any of these agreements.

2. If there is any conflict between the terms of this POS Agreement, the Retailer Terms of Service or any other incorporated terms or documents, such terms or documents will have the following order of precedence (from most to least controlling):

1. this POS Agreement (for matters pertaining exclusively to the POS Services);

2. the Retailer Terms of Service; and

3. any other terms or document incorporated herein.

4. Description. The “POS Services” are an online platform allowing Retailer to process walk-in and phone orders from Customers. The POS Services are accessed through your Retailer Account, and Customer Orders processed using the POS Services are also managed through your Retailer Account.

5. Access and Use.

1. Access Rights. Subject to the terms of this Agreement, Lovingly hereby grants you a limited, revocable, non-exclusive, non-transferable (except in accordance with Section 24(b) of the Retailer Terms of Service) right to access and use the POS Services during the Term. Your right to access and use the POS Services pursuant to this Agreement extends only to your Authorized Users and may be exercised only in accordance with the terms and conditions of this Agreement. Such use is limited to your internal use. Lovingly shall provide the POS Services through your Retailer Account as described in Section 5(b) below.

2. Retailer Account. In order to access the POS Services, you are required to create a Retailer Account. Your Retailer Account allows you to view and update any orders you have processed using the POS Services. See Section 4 of the Retailer Terms of Service for more information on Retailer Accounts and accessing the Services.

3. Integration. The POS Services are web-based and are designed to be compatible with most modern browsers. Lovingly, through its online documentation or its customer support provided at help@lovingly.com, may provide Retailer with some guidance on setting up the POS Services. However, Retailer is solely responsible proper integration of the POS Services at its retail location. Lovingly will have no obligations or liability with respect to such integration.  

6. Fees. You hereby authorize Lovingly to charge its standard credit card and charge back fees pursuant to the Retailer Terms of Service.

7. Term and Termination.

1. Initial Term. This Agreement will become effective on the Effective Date and shall have an initial term of one (1) year (“Initial Term”).

2. Renewal. After the Initial Term, this Agreement will renew automatically for successive one (1) year periods (each, a “Renewal Term,” and together with the Initial Term, the “Term”), unless renewal is cancelled by either party in writing at least thirty (30) days prior to the beginning of the next Renewal Term. If renewal is cancelled pursuant to this Section 7, this Agreement will terminate at the end of the then-current Term.

3. Termination. In addition to any termination rights bestowed elsewhere in this Agreement, either Party may terminate this Agreement for any reason upon two (2) weeks’ prior written notice to the other Party. Lovingly may also terminate this Agreement immediately in the case of your breach of this Agreement.

8. Entire Agreement; Inurement. It is hereby acknowledged that this POS Agreement, together with the Retailer Terms of Service and any other terms or documents incorporated by reference herein, constitute the entire agreement between the Parties pertaining to the POS Services, and supersedes in their entirety any and all written or oral agreements previously existing between the parties with respect to such subject matter. This POS Agreement will inure to the benefit of and be binding upon the Parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.