Terms and Conditions

Zonal Orange Solutions Merchant Terms and Conditions of Trade

Effective as of: 30 September 2025

By placing an Order or any other agreement to purchase Equipment, to subscribe for a license to access apps and/or software, or for any other Services, from Zonal Hospitality Systems, Inc., otherwise known as Zonal Orange Solutions (“Orange”), the Merchant agrees to be bound by and comply with the terms and conditions of this Agreement.

The Merchant acknowledges and agrees that placing an Order, subscribing for a license, or accessing any other Orange Services may also require the Merchant to enter into the terms and conditions of a third-party, including but not limited to a Payment Provider. Orange does not control third parties whose services are used in connection with the Services provided by Orange, is not responsible for their content, and does not represent that their content is accurate or appropriate. It is solely the responsibility of the Merchant to check for any such applicable terms and conditions.

If the Merchant does not agree with the terms of this Agreement, the Merchant may not use, and shall cease using, any Orange Services, software or hardware. The Merchant and Orange agree as follows:

1. Definitions
“Orange Apps” means those mobile applications made available by Orange as part of the Services for download and use by Merchants and their Permitted Users which integrate with the Orange Software and allow Merchants and Permitted Users to access and use the Services;
“Orange Software” means the software-as-a-service electronic point of sale hospitality and retail solution to be supplied to the Merchant by Orange pursuant to this Agreement;
“Effective Date” means the date of the Order;
“Equipment” means any equipment listed on the Order;
“Hosting Services” means storing and maintaining a website or websites and related services on behalf of the Merchant;
“Initial Term” 12 months;
“Intellectual Property” means any patent registered or unregistered trademark or service mark, copyright, (including moral rights) registered design or unregistered design right, any application for any of the foregoing, any right or other form of protection in respect of Technology and including all goodwill in the same;
“Insolvency Event” means the appointment of a liquidator, receiver, administrative receiver or administrator appointed over a party or any part of its undertaking or assets or the passing of a resolution for winding up or if a court competent jurisdiction makes an order to that effect, or if documents are filed with a court for the appointment of an administrator or if notice is given of the intention to appoint an administrator or its directors or by a qualifying floating charge holder (or the entry into any voluntary arrangement with creditors or ceasing or threatening to cease to carry on the whole or a substantial part of its business;
“License” means the non-exclusive, non-transferrable, non-sublicensable, revocable license for Permitted Users to use the Orange Software for the Merchant’s normal business purposes from the Effective Date granted pursuant to Clause 5.2;
“Merchant” means the contracting entity listed on the applicable Order;
“Order ” means the online order completed by the Merchant that identifies the Merchant and details any Equipment/Subscriptions or other Services purchased;
“Payment Provider” means one or more third party banks, financial institutions or other payment processing providers as Orange may designate from time to time with or without notice to the Merchant;
“Permitted Users” means the Merchant, the licensed proprietors of the Merchant’s premises and all those persons employed or otherwise engaged to work at the Merchant’s premises from time to time;
“Personal Data” any personally identifiable information, which includes any data that can be used to identify a specific individual, either on its own or when combined with other information. 
“Pricing Schedule” means the pricing displayed on the website including the prices of the Subscriptions, the Equipment and any further Services;
“Services” means any services supplied by Orange to the Merchant listed on the Order including but not limited to the Orange Software, the Orange Apps, Training Services, Hosting Services and any other further services that may be provided by Orange to Merchant from time to time;
“Subscription” means payment in advance for access to the Orange App and the Orange Software;
“Subscription Fee” means the subscription fees to be paid by the Merchant in respect of the grant of the License as set out in the Pricing Schedule
“Sub-Processor” means an organisation which processes Personal Data on behalf of Orange pursuant to this Agreement; 
“Training Services” means any training, implementation and/or project services provided by Orange to Merchant in accordance with an Order; and
“Virus” anything or device which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data; or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.

2. Interpretation
2.1 Unless the context otherwise requires, each reference in this Agreement to:
(a) “writing”, and any cognate expression, includes a reference to any communication effected by email transmission or similar means;
(b) a statute or a provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time; and
(c) “this Agreement” is a reference to this Agreement and the Order or as such documents may be amended in accordance with the terms of this Agreement from time to time.
2.2 To the extent only of any conflict or inconsistency between the clauses in the main body of this Agreement and the Order, the order of precedence shall be as follows (from highest precedence to lowest precedence):
(a) any provisions set out in the Order that expressly vary and amend the clauses of this Agreement; 
(b) the clauses of this Agreement;

3. Scope of the Agreement
3.1 The Agreement applies to and governs (1) the sale of Equipment to the Merchant, and/or (2) the purchase of a Subscription for a License in favour of the Merchant to access and use Orange’s Apps, Software, and/or (3) the provision of any Training Services, Hosting Services or any further Services. 
3.2 Where a Merchant purchases Equipment, Subscriptions, and/or Services through a third-party reseller or distributor (collectively, “Third-Party Reseller”), the Merchant acknowledges and agrees that (i) Orange is not responsible for, and disclaims all liability related to, any representations, warranties, pricing, support commitments, customizations, billing or deliverables provided by the Third-Party Reseller; (ii) Orange has no obligation to provide refunds, credits, or remedies related to issues arising from Merchant’s relationship with a Third-Party Reseller; (iii) any dispute or claim relating to the Merchant’s purchase or use of Equipment, Subscriptions or Services through a Third-Party Reseller must be directed solely to the Third-Party Reseller and not to Orange; and (iv) to the maximum extent permitted by law, the Merchant releases and holds harmless Orange and its officers, directors, employees, agents and affiliates from all claims, losses, or liabilities arising out of or related to any interaction with a Third-Party Reseller. This Clause 3.2 shall survive the termination or expiration of this Agreement.

4. Sale of Equipment
4.1 If ordered by the Merchant on an Order, Orange agrees to sell to the Merchant and the Merchant agrees to purchase from Orange, Equipment for use by the Merchant. The price of the Equipment shall be displayed within Orange’s Pricing Schedule. The Merchant shall pay to Orange the cost of the Equipment in advance of delivery in full by credit card or other payment method to be determined by Orange within the Orange Pricing Schedule from time to time.
4.2 Title to the Equipment shall not pass to the Merchant until Orange has received payment in full. Until title to the Equipment has passed to the Merchant the Equipment shall remain the absolute property of Orange and title to, and ownership of, the Equipment shall remain vested in Orange. Until title of the Equipment has passed to the Merchant the Merchant shall hold the Equipment in trust for Orange. Orange may without prejudice to any of its other rights and remedies require (a) the Merchant to return the Equipment to such location as Orange may specify and/or (b) enter into any premises of the Merchant where the Equipment is stored in order to recover and take possession of it.

5. Subscription and Grant of License 
5.1 During the term of this Agreement, the Merchant may access and use the Orange Apps and the Orange Software the Merchant has subscribed to whether by Subscription, free trial or other promotion.
5.2 Subject to the Merchant’s compliance with the terms of this Agreement, Orange hereby grants to the Merchant a limited, non-transferable, non-exclusive, revocable license during the term of this Agreement to access and use Orange Apps, Orange Software and other Orange Services as applicable as an end-user and not for purposes of resale. The license terminates automatically if Merchant breaches this Agreement or if Merchant’s access to the Software is terminated for any reason.
5.3 The price and basis of the available Subscriptions shall be displayed within the Orange Pricing Schedule. The Merchant shall pay Orange for Subscriptions ordered in advance by credit card, direct debit or by any other means to be determined by Orange from time to time as displayed within the Pricing Schedule.

6. Training Services & Hosting Services
6.1 If the Merchant orders any Training Services or any Hosting Services then, upon request from Orange, the Merchant will promptly provide Orange with any information, resources and assistance required by Orange to properly perform the Services described on the Order. Any dates specified in an Order are estimates only and are contingent upon the Merchant’s timely compliance with its obligations relative to such implementation and any dependencies on the Merchant’s performance. If, and to the extent of, any default or breach on the part of Orange under this Agreement that is caused in whole or in part as a result of the Merchant’s failure to timely perform its obligations under this Agreement and/or any Order, then Orange shall be entitled to relief from all liability with respect to such failure or delay, and may, in its sole discretion, terminate the Agreement, or any part thereof, upon written notice to the Merchant.
6.2 Orange shall display prices for any Training Services and any Hosting Services within its Pricing Schedule. The Merchant shall pay for any Training Services and any Hosting Services in advance by credit card, direct debit or other method to be determined by Orange from time to time as displayed within the Pricing Schedule.
6.3 The design and specification of any Hosting Services provided is entirely at the discretion of Orange and this may change from time to time. Where practicable Orange will keep the Merchant updated on any material changes.
6.4 Orange will use reasonable endeavours to maintain any Hosting Services provided including providing maintenance and upgrades where applicable. If Orange needs to carry out any maintenance work to the Hosting Services this may result in disruption for which Orange accepts no liability
6.5 Where Orange has supplied Hosting Services, the Merchant agrees to post and maintain any consumer privacy policy required, as applicable, describing any data processing under this Agreement.

7. Merchant’s Use of the Services and Software
7.1 All Intellectual Property rights in and to the Orange Apps and Orange Software shall be and remain the property of Orange and shall be licensed only to the Merchant pursuant to Clause 5.2. The Merchant may not sub-license, sell, transfer, assign, rent, resell or use Orange’s Apps, Orange’s Software or any portion of it in any way that is in breach of this Agreement. The Merchant may not translate or create derivative works based upon Orange’s Apps and Orange’s Software. Merchant may not reverse engineer, disassemble, decompile, or otherwise attempt to derive source code from the Apps or Software. The material provided via the Apps and Software is protected by law, including but not limited to, United States copyright law and international treaties. Merchant may not remove or attempt to remove any copyright, trademark, or other proprietary rights contained on the Apps and Software or on any other content associated with the Apps and Software. The Apps and Software and the copyright in the content of the Apps and Software (including, without limitation, text, graphics, and other files) are owned by Orange. The Apps and Software are protected by copyright as a collective work or compilation under U.S. copyright and other laws. All trademarks appearing on the Apps and Software are the property of their respective owners. The names, trademarks, service marks, and logos appearing on the Apps and Software may not be used in any advertising or publicity, or otherwise to indicate Orange’s sponsorship or affiliation with any product, service, event, or organization without Orange’s prior express written permission. Except for the limited rights granted in this Agreement, all other rights are reserved. 
7.2 Orange shall not be liable whatsoever in respect of any direct or indirect loss or damage arising directly or indirectly from or in consequence of any incorrect use of Orange’s Apps or Orange’s Software and/or the Equipment and/or use of Orange’s Apps and/or Orange’s Software and/or the Equipment in any way.
7.3 Orange makes no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any third-party websites, or any transactions completed, and any contract entered into by the Merchant, with any Payment Provider and/or any third party. Any contract entered into and any transaction completed via any third-party is between the Merchant and the relevant third party, and not Orange. Orange does not endorse or approve any third-parties nor the content of any of the third-party website made available via the Services.
7.4 The Merchant shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and, in the event of any such unauthorised access or use, promptly notify Orange. Merchant may not transfer or share its account with any third party, and Orange reserves the right to immediately terminate Merchant’s account if it does transfer or share its account. 
7.5 The Merchant acknowledges and agrees that:
(a) Orange does not and shall not at any time during the term of this Agreement, including when the Orange’s Software may have failed, assume any responsibility or liability for any failure or omission by the Merchant to perform its obligations to its Customers (whether under contract, applicable law or otherwise) including but not limited to (if applicable) any obligation of the Merchant to properly communicate details of any allergens or calorific values in its products to Customers and/or to properly communicate details of allergies or other dietary requirements of a Customer of the Merchant to all relevant Site personnel including kitchen and server staff; and
(b) Orange shall not be responsible for nor liable for any errors or omissions in any data containing allergens, allergy, calorific values or any other dietary information captured, inputted or stored by the Merchant or by third parties introduced by the Merchant. The Merchant agrees that it is responsible for ensuring that any data containing allergen, allergy, calorific values or dietary information so captured is accurate.
(c) The Merchant shall comply with all provisions of the Acceptable Use Policy.
7.6 Orange may perform maintenance on the Services from time to time, which may result in service interruptions, delays, errors or bugs. Orange will not be liable for any such interruptions, delays, errors or bugs. Orange may contact the Merchant in order to assist Orange with the Services and obtain information needed to identify and fix any errors. 
7.7 Merchant may be required to register with Orange and select a password and screen name (“User ID”). Merchant shall provide Orange with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of this Agreement, which may result in immediate termination of Merchant’s account. Merchant shall not (i) select or use as a User ID a name of another person other than Merchant with the intent to impersonate that person; (ii) use as a User ID a name subject to any rights of a person other than Merchant without appropriate authorization; or (iii) use as a User ID a name that is otherwise offensive, vulgar or obscene. Orange reserves the right to refuse registration of or cancel a User ID in its sole discretion. Merchant shall never use another user’s accounts without such other user’s express permission.

8. Data Protection 
8.1 Orange may utilise a technology called “cookies” and web server logs. Information gathered through cookies and web server logs may include the date and time of visits, the pages viewed, time spent using the Service, and the websites visited just before and just after use of the Service by the Merchant, its employees, contractors, consultants and/or any of the Merchant’s Customers. 
8.2 The Merchant grants a non-exclusive, royalty free, world-wide and irrevocable license to use and analyse Merchant data, either manually or automatically to:
(a) perform the Services; and
(b) correct or improve the operation and/or performance of the Software and/or the Services.
For the avoidance of any doubt this license contained in this paragraph shall survive the expiration or termination of this Agreement.
8.3 When Merchant uses Orange’s Services that require the input of specific information, Orange may collect certain categories of Personal Data. Merchant’s use of Orange’s Services constitutes Merchant’s consent to allow Orange to use Merchant’s Personal Data in accordance with this Agreement. Merchant may withdraw Merchant’s consent at any time by providing no less than a 10 day prior written notice to Orange at info@orangesolutions.com. The information Orange collects may vary depending on the features selected by the user. For instance, Orange may collect (i) Merchant’s contact information, such as name, physical address, e-mail address, and phone number, (ii) Merchant’s birthdate and gender, or (iii) any other information Merchant voluntarily provides to Orange when they choose to use some of the Services; provided, however, Orange does not collect information regarding race, ethnicity, political affiliation, religion, health, genetics, trade union memberships, or sexual orientation. The collection of the Personal Data is necessary to ensure prompt and efficient customer service and support, and to better tailor Orange’s products to meet its customer’s needs. While Orange will make every effort to comply with Merchant’s request to remove all Personal Data that Orange may have, Merchant understands that it may be impossible for Orange to do so for reasons beyond its control.
8.4 Neither Orange nor its sub-contractors or third party software providers are responsible or liable for any data (as regards its accuracy or otherwise) entered or inputted into any website and/or the Orange Software and/or third party software by either the Merchant or by third parties introduced by the Merchant including but not limited to the Merchant’s employees and/or customers. 
8.5 Neither Orange nor its sub-contractors or third party software providers are responsible or liable for the Merchant’s use of any data exported from any website and/or the Orange Software and/or third party software by either the Merchant or by third parties introduced by the Merchant including but not limited to the Merchant’s employees and/or customers.
8.6 Orange may transfer Personal Data to any country outside the United States or to an international organisation and the Merchant’s consents to any such transfer and will agree to any terms relating to such transfer at the relevant time. Any applicable data transfer mechanism for a transfer of personal data outside of the United States will be determined by Orange. The Merchant hereby agrees and confirms that it consents to the processing in the countries outside the United States and to international organisations via an applicable data transfer mechanism to be determined by Orange.
8.7 Merchant may check Personal Data to verify, update, or correct it, and to have any obsolete information removed. Merchant can ask to review any of the information that Orange has retained, how Orange has used it, and to whom Orange has disclosed it at any time by contacting Orange as indicated at info@orangesolutions.com. Subject to certain exception prescribed by law, and provided Orange can authenticate Merchant’s identity, Merchant will be given reasonable access to Personal Data, and will be entitled to challenge the accuracy and completeness of the information and to have it amended as appropriate. Merchant may also ask Orange to change Merchant’s preferences regarding how Orange uses or discloses Personal Data, or let Orange know that Merchant does not wish to receive any further communication from Orange. 
8.8 At any time upon request, and in any event upon termination or expiration of this Agreement, Orange shall deliver to the Merchant: all Personal Data; and all such records that it holds in connection with such Personal Data.
8.9 Orange shall keep Personal Data for a period of no longer than 13 months. Orange may securely delete or destroy all Personal Data held in excess of this period. It is the responsibility of the Merchant to export any Personal Data from the Orange systems in advance of the expiration of this period. Orange will not be responsible for any loss of Personal Data beyond this period.
8.10 In the event of termination or expiration of this Agreement Orange shall retain Personal Data for a period of 90 days post termination. After this period post termination Orange will securely delete or destroy all Personal Data. 
8.11 The Merchant acknowledges and agrees that Orange shall be entitled to use Sub-processors to process Personal Data on its behalf pursuant to the Agreement.

9. Charges, Invoices and Payment
9.1 All charges will be listed within the Orange Pricing Schedule.
9.2 Orange reserves the right to increase any of the prices listed within the Pricing Schedule at any time and the Merchant agrees to pay such increased prices. Orange agrees to give the Merchant as much notice as reasonably possible as to any such increases in price. In the event the Merchant does not accept the price increase as determined by Orange the Merchant may terminate this Agreement with 30 days’ written notice.
9.3 All prices are exclusive of applicable taxes and the Merchant shall also pay to Orange any and all applicable taxes arising on the due date. 
9.4 The Merchant undertakes to pay all monies due in respect of the Orange Services either in advance of the Service being delivered or on demand and in arrears by Orange at the election of Orange. The Merchant undertakes to make all payments due by way of direct debit or by any other means stipulated from time to time by Orange.
9.5 If the Merchant does not pay any sum payable by it to Orange on the due date for payment it shall pay interest on such sum for the period from and including the due date for payment up to the date of actual payment (after as well as before judgement) at the rate of 8% per annum above the then-effective 10-year treasury rate.
9.6 Orange may at any time without notice to the Merchant set off any liability to Orange from any Merchant funds held by Orange for whatever reason.
9.7 Orange may suspend all or part of the Services if any invoice is more than 7 days overdue.

10. Warranties
10.1 All equipment manufactured by third parties has the relevant manufacturer’s standard warranty period and is subject to change by the manufacturer. Once the manufacturer’s warranty period has expired, any replacement of the Equipment will be charged at the prevailing price. 
10.2 Subject to all the limitations set out in this Agreement, Orange warrants that any Services will be carried out with reasonable skill and care in accordance with good industry practice. 
10.3 Except for the express warranties set forth herein and to the extent permitted by applicable laws and regulations, Orange and its representatives hereby disclaim all express or implied warranties with regard to the Services, including but not limited to all warranties, conditions, terms, representations, statements, undertakings and obligations implied by statute, common law, custom, trade usage or otherwise (including implied undertakings of satisfactory quality, fitness for purpose, title, non-infringement and quality), all of which are excluded to the fullest extent permitted by law. 
10.4 To the extent permitted by applicable laws and regulations, Orange and its representatives make no representations or warranties regarding the reliability, availability, timeliness, suitability, accuracy or completeness of the Services or the results the Merchant may obtain by using the Services. 
10.5 Orange and its representatives do not represent or warrant that (a) the operation or use of the Services will be timely, uninterrupted or error-free; or (b) the quality of the Services will meet the Merchant’s requirements. 
10.6 The Merchant acknowledges that neither Orange nor its representatives control the transfer of data over communications facilities, including the internet, and that the Services may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. Orange is not responsible for any delays, delivery failures, or other damage resulting from such problems. 
10.7 Orange does not warrant or guarantee that any or all security attacks will be discovered, reported or remedied, or that there will not be any security breaches by third parties. Except where expressly provided otherwise by Orange, and to the extent permitted by applicable laws and regulations, the Services are provided to the Merchant on an “as is” basis.

11. Limitations of Liability 
11.1 Notwithstanding any other provision of this Agreement, neither party’s liability to the other for any death or personal injury caused by the negligence of that party, its employees, agents or sub-contractors, for fraudulent misrepresentation or for any other matter for which liability cannot be limited or excluded by law shall be limited or excluded in any way.
11.2 Orange’s entire liability to the Merchant in respect of any loss or damage arising from any breach of its contractual obligations under this Agreement or any representation, statement or delictual or tortious act or omission by it (including, without limitation, negligence arising in connection with this Agreement) shall be limited to an amount equal to 100% of the amount paid by the Merchant to Orange over the six months period ending on the date on which the relevant claim arose that related to the relevant aspect of the Services which gave rise to the relevant claim, loss or damage. 
11.3 Save as expressly set out in this Agreement, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
Orange shall not be liable to Merchant in respect of:
(a) any loss of profits, damage to goodwill, loss of business, loss of revenue, loss of contracts, loss or corruption of data, loss of anticipated savings, increased costs or expenses; or
(b) any type of special, indirect or consequential loss or damage, suffered or incurred by the other party howsoever caused.
11.4 Merchant shall indemnify, defend, pay, and hold Orange, its affiliates, licensors, and service providers, and its and their respective officers, directors, shareholders, agents, employees, contractors, licensors, representatives, successors and assigns (collectively, the “Orange Indemnified Parties”) harmless from and against any and all claims, judgments, awards, losses, damages, expenses, costs, liabilities, or fees (including all of its attorneys’ fees and costs) asserted against any of the Orange Indemnified Parties and arising out of or resulting from: (i) any breach by Merchant of any representation, warranty, or covenant herein contained; (ii) the use of the Apps or the Software; (iii) any data generated by the Apps or the Software; and (iv) Merchant’s operation of its business, use of data, and any of Merchant’s obligations under applicable law or under contracts with third parties to keep data confidential.

12. Term and Termination
12.1 This Agreement shall commence on the Effective Date and, unless earlier terminated as set forth below, will remain in effect during the Initial Term. Thereafter, the term of this Agreement shall automatically renew for successive one (1) month periods. Any renewal term shall be subject to the terms of the then-current version of the Merchant Agreement as in effect on the date any such renewal commences. After the expiration of the Initial Term, either party may terminate an Order and this Agreement by providing at least thirty (30) days written notice of its intent not to renew prior to the end of the then-current Term. 
12.2 The Merchant hereby acknowledges and agrees that the Merchant is responsible for reviewing the Merchant Agreement for updates prior to the commencement of any renewal of the term and agrees that entering such a renewal confirms the Merchant’s consent to the terms of the Merchant Agreement as then in effect.
12.3 Orange may suspend the Merchant’s username and password, Orange account and access to the Services, and/or may terminate the Agreement, upon written notice to the Merchant in the event any of the following occur: (a) the Merchant fails to make any payment; (b) the Merchant provides any inaccurate, untrue or incomplete information or fails to comply with the Orange account as determined in Orange’s sole discretion; (c) the Merchant violates any provision of the Data Protection terms or the Acceptable Use Policy; (d) if (1) Orange determines in its discretion that any change to, clarification or interpretation by a regulatory authority or a payment network of, or enactment of any applicable laws and regulations, would render any portion of the Services illegal, otherwise have a material adverse effect upon the Services or a party, or pose unreasonable risk to Orange or (2) Orange is directed to terminate the Agreement or the Services by a regulatory authority, Payment Provider or any payment network or (3) for any reason upon ninety (90) days’ prior written notice to the Merchant. As determined it its sole discretion, Orange, may terminate this Agreement immediately and without notice for any suspected issues that could potentially cause a violation of this Agreement, the payment network rules, any law or regulation, or may impose a potential security threat, data breach, fraud or other crime, or damage to the payment network(s).
12.4 In the event of a material breach of this Agreement by either party, the non-breaching party will have the right to terminate the applicable Order(s) and this Agreement for cause if such breach has not been remedied within thirty (30) days of receipt of written notice from the non-breaching party specifying the breach in reasonable detail and the remedy being sought.
12.5 In the event of an Insolvency Event occurring to either party the non-breaching party will have the right to terminate the applicable Order(s) and this Agreement.
12.6 Upon any termination or expiration of an Order and/or this Agreement, the Merchant’s right to access and use the Services covered by the applicable Order(s) will terminate. Upon any such termination or expiration, all sections of this Agreement which by their nature should survive termination or expiration will survive. The Merchant acknowledges and agrees that Orange has no obligation to retain Merchant Data and that Orange will have the right to irretrievably delete and destroy Merchant Data after ninety days (90) days following the termination of this Agreement. 
12.7 The Merchant agrees it will continue to permit Orange access to the Merchant Bank Account until all amounts due under this Agreement are paid in full.

13. Confidential Information
13.1 Each party agrees to, during the term of this Agreement and thereafter, keep confidential, and shall not use for its own purposes (other than implementation of this Agreement) nor without the prior written consent of the other disclose to any third party (except its professional advisors or as may be required by any law or any legal or regulatory authority) any information of a confidential nature (including trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party, unless such information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Agreement, or subsequently comes lawfully into the possession of such party from a third party. Each party shall use its reasonable endeavours to prevent the unauthorised disclosure of any such information. 
13.2 The Merchant hereby acknowledges that the terms and contents of this Agreement, the Orange Software, Orange Apps, and all other materials which may have come to the knowledge of the Merchant relating to Orange’s business or affairs is Orange’s property and strictly confidential. The Merchant shall not by itself or through any subsidiary, agent or third party use, divulge, communicate or otherwise deal with this confidential information or any other confidential information supplied to it by Orange, without Orange’s prior written consent.

14. Merchant’s Representations and Warranties
Merchant represents and warrants to Orange that: (i) it has all requisite corporate power and authority to execute, deliver, and perform its obligations hereunder; (ii) it is duly licensed, authorized, or qualified to do business and is in good standing in every jurisdiction in which a license, authorization, or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except when the failure to be so licensed, authorized, or qualified would not have a material, adverse effect on its ability to fulfill its obligations hereunder; (iii) it will comply with all federal, state, and local laws and regulations applicable to it in the performance of its obligations hereunder and will obtain all applicable permits and licenses required of it in connection with its obligations hereunder; (iv) it will avoid deceptive, misleading, or unethical practices that could adversely affect the performance of Orange’s obligations under this Agreement or, during the term, damage the reputation of Orange; and (v) has not entered into any agreement with a third party, the performance of which is reasonably likely to prevent it or Orange from performing fully its respective obligations hereunder. Merchant additionally represents, warrants, and covenants that if Merchant is an individual that is registering on behalf of an organization, then such individual has the authority to bind such organization to this Agreement.

15. Relationship Between Parties
The parties to this Agreement are independent contractors. Neither party is an agent, representative, or partner of the other party. Neither party will have any right, power, or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement will not be interpreted or construed to create an association, agency, joint venture, or partnership between the parties or to impose any liability attributable to such a relationship upon either party. Company shall provide all tools, materials, training, hiring, supervision, work policies and procedures, and be responsible for the compensation, discipline, and termination of employees of the Company.

16. Compliance
16.1 In performing its respective obligations under this Agreement, each party shall comply with all laws, regulations and sanctions relating to anti-bribery, anti-corruption, anti-tax evasion and anti-exploitation including the Bribery Act 2010 and the Modern Slavery Act 2015 (“Relevant Requirements”). 
16.2 Each party shall have policies and procedures in place to ensure compliance with the Relevant Requirements. 
16.3 Each party (the “Notifying Party”) shall notify the other party immediately in writing in the event of any actual or suspected breach of the Relevant Requirements which would impact the other party and any material breach of the Relevant Requirements may constitute a material breach of the Agreement.

17. Acceptable Use
17.1 This Agreement prohibits uses and activities involving any of the Services that are illegal, infringe the rights of others, or interfere with or diminish the use and enjoyment of the Services by others. These prohibited uses and activities include using any of the Services to:

Undertake or accomplish any unlawful purpose. This includes, but is not limited to, posting, storing, transmitting or disseminating information, data or material which is libellous, obscene, unlawful, threatening or defamatory, or which infringes the intellectual property rights of any person or entity, or which in any way constitutes or encourages conduct that would constitute a criminal offense, or otherwise violate any law, order, or regulation;

Upload, post, publish, transmit, reproduce, create derivative works of, or distribute in any way information, software or other material obtained through any Service or otherwise that is protected by copyright or other proprietary right, without obtaining any required permission of the owner;

Disclose personal data or sensitive personal data in breach of the terms of any privacy laws or disclose confidential information in breach of confidence;

Transmit unsolicited bulk or commercial messages commonly known as “spam;”

Impersonate any person or entity, engage in sender address falsification, forge anyone else’s digital or manual signature, or perform any other similar fraudulent activity (for example, “phishing”);

Access any other person’s computer or computer system, network, software, or data without his or her knowledge and consent; breach the security of another user or system; or attempt to circumvent the user authentication or security of any host, network, or account. This includes, but is not limited to, accessing data not intended for you, logging into or making use of a server or account you are not expressly authorized to access, or probing the security of other hosts, networks, or accounts without express permission to do so;

Use or distribute tools or devices designed or used for compromising security or whose use is otherwise unauthorized, such as password guessing programs, decoders, password gatherers, keystroke loggers, analysers, cracking tools, packet sniffers, encryption circumvention devices, or Trojan Horse programs; Unauthorized port scanning is strictly prohibited;

Copy, distribute, or sublicense any proprietary software provided by or through Orange in connection with any Service;

Distribute programs that make unauthorized changes to software;

Service, alter, modify, or tamper with any Service or permit any other person to do the same who is not authorized in writing by Orange;

Restrict, inhibit, interfere with, or otherwise disrupt or cause a performance degradation to any Service or any of Orange’s (or any supplier to Orange) host, server, backbone network, node or service, or otherwise cause a performance degradation to any of Orange’s (or any supplier to Orange) facilities used to deliver any Service; and/or

Interfere with computer networking or telecommunications service to any user, host or network, including, without limitation, denial of service attacks, flooding of a network, overloading a service, improper seizing and abusing operator privileges, and attempts to “crash” a host.

17.2 If the Merchant becomes aware of any such prohibited activity, the Merchant agrees to immediately (i) notify Orange; and (ii) commence remediating the prohibited activity to the best of their ability.
17.3 Orange reserves the right to notify the appropriate law enforcement agencies and/or regulators and/or relevant third parties of any breach or suspected breach of this Clause 17 to assist in the enforcement of the law.
17.4 The Merchant’s failure to comply with this Clause 17 may result in restriction, suspension, or termination of the Merchant’s access to the Services at Orange’s sole discretion, and without any prior notice to the Merchant.

18. Infringement; The Digital Millennium Copyright Act Notice 
The Orange App and Orange Software are each defined as an Internet “service provider” under the Digital Millennium Copyright Act, 17 U.S.C. Section 512 (“DMCA”). As required by the DMCA, Orange maintains specific contact information provided below, including an e-mail address, for notifications of claimed infringement regarding materials posted to the App or Software. All notices should be e-mailed to the contact person named below (our agent for notice of claimed infringement):

Zonal Hospitality Systems, Inc.
265 Hunt Park Cove
Longwood, FL 32750
info@orangesolutions.com

Merchant may contact Orange for notice of claimed infringement specified above with complaints regarding allegedly infringing posted material and Orange will investigate those complaints. If the posted material is believed in good faith by Orange to violate any applicable law, Orange will remove or disable access to any such material, and notify the posting party that the material has been blocked or removed.

In notifying Orange of alleged copyright infringement, the DMCA requires that Merchant include the following information: (i) description of the copyrighted work that is the subject of claimed infringement; (ii) description of the infringing material and information sufficient to permit Orange to locate the alleged material; (iii) contact information for Merchant, including its address, telephone number, and/or e-mail address; (iv) a statement by Merchant that it has a good faith belief that the material in the manner complained of is not authorized by the copyright owner, or its agent, or by the operation of any law; (v) a statement by Merchant, signed under penalty of perjury, that the information in the notification is accurate and that it has the authority to enforce the copyrights that are claimed to be infringed; and (vi) a physical or electronic signature of the copyright owner or a person authorized to act on the copyright owner’s behalf. Failure to include all of the above-listed information may result in the delay of the processing of Merchant’s complaint.

19. Force Majeure
Neither party shall be liable to the other or be deemed to be in breach of this Agreement by reason of any delay in performing, or any failure to perform, any of its obligations under this Agreement if the delay or failure was due to any act of God, riot, act of terrorism, strike, lockout, trade dispute or labour disturbance, accident, breakdown of plant or machinery, fire, flood, difficulty in obtaining workmen, materials or transport or any other cause beyond its reasonable control.

20. Notices
Any notice, demand or statement required or permitted to be given hereunder shall be deemed to be validly given if sent to or left at the registered office for the time being of the intended recipient. Any such notice sent by prepaid first class post shall be deemed to have been received 48 hours after the time of posting.

21. Assignment
In the event of Orange’s business or any substantial part of it being transferred to any other person, Orange reserves the right to assign its rights under this Agreement to such transferee. The Merchant shall not be entitled to assign, novate, sub-contract or otherwise dispose of this Agreement or any part thereof without Orange’s prior written consent.

22. Governing Law 
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to principles of conflict of laws.

23. Venue and Jurisdiction 
The courts of Seminole County in the State of Florida, USA and the nearest U.S. District Court shall be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under this Agreement. By execution and/or adoption of this Agreement, each party hereby submits to the exclusive in personam jurisdiction of all courts of Seminole County, Florida and the nearest U.S. District Court.

24. Attorneys’ Fees and Costs 
In the event any party brings suit in regard to this Agreement, the prevailing party shall recover from the non-prevailing party its reasonable expenses, court costs, and attorneys’ fees. As used herein, expenses, court costs, and attorneys’ fees include expenses, court costs, and attorneys’ fees incurred pre-litigation and in any appellate proceeding. If the prevailing party rejects a written settlement offer that exceeds its recovery, the offering party will be entitled to its reasonable attorney’s fees and costs.

25. ECPA Notice 
Orange intends to be fully compliant with the Electronic Communications Privacy Act of 1986, 18 U.S.C. Sections 2701-2711 (the “ECPA”). The ECPA permits Orange the limited ability to intercept and/or disclose electronic messages, including, for example (i) as necessary to operate Orange’s system or to protect its rights or property, (ii) upon legal demand (court orders, warrants, subpoenas), or (iii) where Orange receives information inadvertently which appears to pertain to the commission of a crime. Orange’s Services are not considered a “secure communications medium” under the ECPA.

26. USA Patriot Act Notice 
The U.S. federal USA Patriot Act (“USA Patriot Act”) provides generally for the operator of a communication host and law enforcement to be able to monitor any content, upon request of the operator. Orange anticipates fully complying with all its obligations, and availing itself of all its rights, under the USA Patriot Act.

27. California Residents
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR”.

28. Intended for Use Only in The United States 
Orange’s Services are controlled and operated by Company from its offices within the United States. Company does not represent that Orange’s Services are appropriate or available for use elsewhere; access to Orange’s Services from locations where its contents are illegal is not authorized. If you access Orange’s Services from outside the United States, you do so on your own initiative and at your own risk.

29. Authority; Eligibility 
In accordance with the Children’s Online Privacy Protection Act, children under the age of 13 are prohibited from using Orange’s Services. If you are a parent or guardian of a minor child, you may use Orange’s Services in compliance with this Agreement and the Privacy Policy on their behalf, and any reference to “you” or “your” in this Agreement shall refer to such minor child. Membership on Orange’s Services is null and void if prohibited by applicable law. By using Orange’s Services, you represent and warrant to us that you are at least 18 years of age, that you have the proper right, authority and capacity to enter into this Agreement on your behalf or on behalf of another person, and that you will abide by the terms and conditions contained in this Agreement. If you are under 18 years of age, you represent and warrant to us that you are using Orange’s Services with the involvement and consent of your parent or guardian.

30. Severability 
If any one or more provisions of this Agreement or in any instrument or other document delivered pursuant to this Agreement, or the application thereof to any person or circumstance, shall to any extent be invalid or unenforceable, the validity, legality, and enforceability of the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected or impaired thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law and the parties shall negotiate in good faith a substantively comparable and enforceable provision to replace the unenforceable provision.

31. Entirety
This Agreement, including the Privacy Policy, any End User License Agreement, and any supplemental terms, policies, guidelines, and rules that may be posted by Orange from time to time, embody the entire agreement between the parties concerning the matter dealt with herein and supersedes all prior agreements or understandings as may related to the proposed transaction completed hereby. Notwithstanding the foregoing, Merchant and Orange may, from time to time, enter into a separate writing, understanding or agreement. In the event of any inconsistency between this Agreement and such separate writing, understanding, or agreement, such separate writing, understanding, or agreement shall control.