Terms of Service — Stellar POS

Please Read Carefully

These Terms contain important provisions including a Limitation of Liability (Section 10), Mandatory Arbitration and Class Action Waiver (Section 14) that affect your legal rights. By using Stellar POS, you agree to these Terms.

Section 01

Acceptance of Terms

By accessing, installing, or using any Stellar POS software, services, APIs, hardware, or documentation (collectively, the "Services"), you ("Merchant" or "you") agree to be bound by these Terms of Service ("Terms"), our Privacy Policy, and all applicable laws and regulations.

If you are accepting these Terms on behalf of a company or legal entity, you represent that you have full legal authority to bind that entity, and all references to "you" include that entity.

IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST IMMEDIATELY CEASE ALL USE OF THE SERVICES.

Section 02

Description of Services

Stellar POS provides a cloud-based point-of-sale platform for restaurants and retail businesses, including: tablet POS software, payment processing integrations, kitchen and customer display systems, owner dashboard, payroll tools, inventory management, online ordering, QR table ordering, and related services.

The Services are provided "as is" and "as available." Stellar POS reserves the right to modify, suspend, or discontinue any feature at any time with reasonable notice.

Section 03

License Grant and Restrictions

Subject to payment of applicable fees and compliance with these Terms, Stellar POS grants Merchant a limited, non-exclusive, non-transferable, revocable license to use the Services solely for Merchant's internal business operations.

Merchant expressly agrees NOT to:

Sublicense, resell, or distribute the Services to any third party
Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services
Create derivative works based on the Services
Use the Services to build a competing product or service
Remove or obscure any proprietary notices in the Services
Bypass, disable, or circumvent any technical limitations or security features
Use the Services in any manner that could damage, overburden, or impair Stellar POS infrastructure

Section 04

Accounts and Security

Merchant is solely and entirely responsible for: (a) maintaining the confidentiality of all account credentials, staff PINs, and access tokens; (b) all activity that occurs under Merchant's account; (c) immediately notifying Stellar POS at security@stellarpos.us of any unauthorized access, suspected breach, or security incident.

Stellar POS will never be liable for any loss or damage arising from Merchant's failure to maintain the security of its account credentials. This includes losses caused by Merchant's employees, contractors, or any person who obtains access through Merchant's negligence.

Section 05

Fees and Payment Terms

5.1 Subscription Fees. Merchant agrees to pay all fees specified in the applicable pricing page or Order Form. All fees are in U.S. dollars and are non-refundable except as expressly stated herein.

5.2 Billing. Fees are billed automatically in advance — monthly subscriptions on the same calendar day each month; annual subscriptions on the anniversary date.

5.3 Failed Payment. If a payment fails, Stellar POS will attempt to charge the payment method three times over seven days. If payment is not received, Services may be suspended. Reinstatement requires payment of all outstanding amounts plus a $75 reinstatement fee.

5.4 Price Changes. Stellar POS may change pricing upon 30 days' written notice to the email address on file. Continued use of the Services after the effective date constitutes acceptance of the new pricing. Merchant's sole remedy for a price change is to cancel before the effective date.

5.5 Taxes. Merchant is responsible for all applicable taxes. Stellar POS will collect and remit sales tax where legally required.

5.6 No Refunds. Except as required by applicable law or as stated in Section 16.4, all fees are non-refundable. Merchant is not entitled to a refund or credit for partial months.

Section 06

Payment Processing

6.1 Stellar POS integrates with third-party payment processors including Elavon, TSYS, Fiserv, and Stripe (each a "Payment Processor"). Use of payment features is subject to the Payment Processor's separate terms and conditions. Merchant must independently agree to the Payment Processor's terms.

6.2 Stellar POS is not a payment processor, bank, or money services business. Stellar POS does not store full payment card data, does not hold Merchant funds, and is not a party to any transaction between Merchant and its customers.

6.3 Chargebacks and Disputes. Merchant is solely responsible for all chargebacks, payment disputes, fraudulent transactions, and any fines, assessments, or penalties imposed by payment networks (Visa, Mastercard, American Express, Discover). Stellar POS has no obligation to defend or reimburse Merchant for chargebacks under any circumstances.

6.4 Payment Processor Failures. Stellar POS expressly disclaims all liability for payment processing errors, delays, failed transactions, or outages caused by Payment Processors, card networks, or banking institutions. Merchant's recourse for such issues is with the Payment Processor directly.

Section 07

Your Data

7.1 Ownership. Merchant retains all ownership rights in Merchant's business data, transaction records, and customer data ("Merchant Data"). Stellar POS does not claim ownership of Merchant Data.

7.2 License to Provide Services. Merchant grants Stellar POS a limited, non-exclusive license to access, store, and process Merchant Data solely to provide, maintain, and improve the Services.

7.3 Merchant's Responsibility. Merchant is solely responsible for: (a) the accuracy and legality of all Merchant Data; (b) obtaining all required consents from its customers for data collection; (c) compliance with all applicable privacy laws, including CCPA, in connection with its use of the Services; and (d) maintaining independent backups of all critical business data.

7.4 No Data Selling. Stellar POS will not sell Merchant Data to third parties.

Section 08

Prohibited Use

Merchant agrees not to use the Services to process illegal transactions, violate any law, infringe third-party rights, transmit malware, engage in fraud, circumvent security controls, harass any person, or interfere with the Services' operation. Stellar POS reserves the right to immediately terminate access for prohibited use without refund.

Section 09

Service Availability

9.1 Stellar POS targets 99.5% monthly uptime for cloud features, excluding scheduled maintenance windows. Details are in the Service Level Agreement.

9.2 Offline Functionality. The POS application includes offline mode that allows continued operations during internet outages. Offline transactions synchronize automatically upon reconnection.

9.3 No Guarantee. Stellar POS does not guarantee uninterrupted, error-free operation. Outages may occur due to third-party infrastructure, internet connectivity, force majeure events, or circumstances beyond Stellar POS's reasonable control. Stellar POS shall not be liable for business losses resulting from any outage.

Section 10 — Most Important

⚠️ Limitation of Liability

Critical — Read This Section

This section limits the maximum amount of money Merchant can recover from Stellar POS in any dispute, regardless of the cause. By using the Services, Merchant acknowledges and agrees to these limitations as a fundamental condition of access.

10.1 DISCLAIMER OF WARRANTIES. THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ACCURACY. STELLAR POS MAKES NO WARRANTY THAT THE SERVICES WILL MEET MERCHANT'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, BE ERROR-FREE, SECURE, OR PRODUCE ACCURATE RESULTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY STELLAR POS OR ITS REPRESENTATIVES SHALL CREATE A WARRANTY.

10.2 AGGREGATE LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, STELLAR POS'S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS OF ANY KIND ARISING UNDER OR RELATED TO THESE TERMS, THE SERVICES, OR ANY RELATED SUBJECT MATTER — WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), WARRANTY, STATUTE, OR ANY OTHER LEGAL THEORY — SHALL NOT EXCEED THE LESSER OF: (A) THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY MERCHANT TO STELLAR POS IN THE TWELVE (12) CALENDAR MONTHS IMMEDIATELY PRECEDING THE DATE THE CLAIM FIRST AROSE; OR (B) ONE THOUSAND DOLLARS (USD $1,000).

10.3 EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES. IN NO EVENT SHALL STELLAR POS, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY: (A) INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; (B) LOSS OF PROFITS, REVENUE, SALES, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS; (C) COST OF SUBSTITUTE GOODS OR SERVICES; (D) PERSONAL INJURY OR PROPERTY DAMAGE; OR (E) BUSINESS INTERRUPTION — ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICES, REGARDLESS OF WHETHER STELLAR POS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY.

10.4 SPECIFIC LIABILITY EXCLUSIONS. WITHOUT LIMITING THE FOREGOING, STELLAR POS SHALL HAVE NO LIABILITY WHATSOEVER FOR: (A) MERCHANT'S VIOLATION OF ANY APPLICABLE LAW OR REGULATION; (B) CHARGEBACKS, PAYMENT DISPUTES, OR FRAUDULENT TRANSACTIONS PROCESSED THROUGH THE SERVICES; (C) UNAUTHORIZED ACCESS TO MERCHANT'S ACCOUNT RESULTING FROM MERCHANT'S NEGLIGENCE, FAILURE TO MAINTAIN CREDENTIAL SECURITY, OR ACTIONS OF MERCHANT'S EMPLOYEES; (D) ERRORS, OMISSIONS, OR INACCURACIES IN MERCHANT'S DATA; (E) ACTIONS OR FAILURES OF THIRD-PARTY PAYMENT PROCESSORS, DELIVERY PLATFORMS, OR OTHER INTEGRATED SERVICES; (F) HARDWARE MALFUNCTIONS, DAMAGE, OR FAILURE; (G) EMPLOYEE THEFT, FRAUD, OR MISCONDUCT AT MERCHANT'S ESTABLISHMENT; (H) MERCHANT'S FAILURE TO COMPLY WITH APPLICABLE LABOR, TAX, OR EMPLOYMENT LAWS; OR (I) ANY FORCE MAJEURE EVENT.

10.5 ESSENTIAL BARGAIN. MERCHANT ACKNOWLEDGES THAT STELLAR POS HAS SET ITS FEES AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, AND THAT SUCH LIMITATIONS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS IN THIS SECTION SHALL APPLY EVEN IF ANY LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Section 11

Indemnification

To the fullest extent permitted by applicable law, Merchant agrees to defend, indemnify, and hold harmless Stellar POS, Inc. and its past, present, and future officers, directors, employees, affiliates, successors, assigns, agents, and licensors from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising from or related to:

Merchant's access to or use of the Services in violation of these Terms or applicable law
Merchant's breach of any representation, warranty, or obligation in these Terms
Merchant Data, including any claim that it infringes or misappropriates any third-party rights
Any claim by Merchant's employees, contractors, or customers arising from Merchant's business operations
Any violation of applicable labor, tax, employment, or consumer protection law by Merchant
Any fraud, gross negligence, or willful misconduct by Merchant or Merchant's employees or agents
Any chargeback, payment dispute, or transaction-related claim by Merchant's customers or payment networks

Stellar POS reserves the right to assume exclusive control of the defense of any matter subject to indemnification at Merchant's expense. Merchant shall cooperate fully with Stellar POS in such defense.

Section 12

Payroll and Compliance Tools — Disclaimer

Important Payroll Disclaimer

The payroll calculation, time-tracking, and wage tools provided in the Services are provided as a convenience only and do not constitute legal, tax, accounting, or HR advice. Merchant is solely and entirely responsible for verifying all calculations, complying with all federal, state, and local wage and hour laws, withholding and remitting all required taxes, and maintaining all legally required payroll records. Stellar POS expressly disclaims any liability for payroll errors, underpayment of employees, tax liabilities, or labor law violations.

Section 13

Confidentiality

Each party agrees to hold the other's Confidential Information in strict confidence using at least the same level of care it uses to protect its own confidential information (but not less than reasonable care), and not to disclose Confidential Information to third parties or use it except to perform obligations or exercise rights under these Terms. "Confidential Information" excludes information that: (a) is or becomes publicly known through no breach of this agreement; (b) was rightfully known to the receiving party before disclosure; or (c) is independently developed without use of Confidential Information.

Section 14 — Mandatory

⚖️ Dispute Resolution and Arbitration

14.1 Informal Resolution First. Before initiating arbitration, the disputing party must send written notice to legal@stellarpos.us describing the dispute in detail. The parties will attempt in good faith to resolve the dispute within 30 days of notice. Failure to comply with this requirement bars the claiming party from proceeding to arbitration.

14.2 BINDING ARBITRATION. EXCEPT AS PROVIDED IN SECTION 14.4, ANY DISPUTE, CLAIM, CONTROVERSY, OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES — WHETHER BASED ON CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION, OR ANY OTHER LEGAL OR EQUITABLE THEORY — SHALL BE RESOLVED EXCLUSIVELY BY FINAL AND BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION ("AAA") PURSUANT TO ITS COMMERCIAL ARBITRATION RULES, RATHER THAN IN ANY COURT. THE ARBITRATOR'S DECISION SHALL BE FINAL AND ENFORCEABLE IN ANY COURT OF COMPETENT JURISDICTION. BY AGREEING TO THESE TERMS, BOTH PARTIES WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A COURT PROCEEDING.

14.3 Arbitration Procedure. Arbitration shall be conducted by a single arbitrator in Seattle, Washington (or by video conference by mutual agreement), under the AAA Commercial Arbitration Rules. The arbitrator may award the same damages and relief as a court, subject to the limitations in Section 10. Each party bears its own arbitration costs, except the arbitrator may award costs to a prevailing party as permitted by applicable rules.

14.4 CLASS ACTION WAIVER. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL CLAIMS MUST BE BROUGHT BY MERCHANT IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR PARTICIPANT IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, MASS, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR HAS NO AUTHORITY TO CONDUCT CLASS ARBITRATION. IF THIS CLASS ACTION WAIVER IS FOUND UNENFORCEABLE AS TO ANY CLAIM, THAT CLAIM SHALL BE SEVERED AND LITIGATED IN COURT, BUT ALL OTHER CLAIMS REMAIN IN ARBITRATION.

14.5 Exceptions. Either party may seek injunctive or other equitable relief from a court of competent jurisdiction to: (a) prevent unauthorized use of the Services; (b) protect intellectual property rights; or (c) prevent irreparable harm pending arbitration. Such court proceedings do not constitute a waiver of arbitration rights.

14.6 Governing Law and Venue. These Terms are governed exclusively by the laws of the State of Washington, without regard to conflict-of-law principles. Any court proceeding permitted under Section 14.5 shall be brought in King County Superior Court, Washington, and each party irrevocably submits to the personal jurisdiction of such courts.

14.7 Statute of Limitations. Any claim arising from these Terms must be brought within one (1) year of the date the claim arose, or it is permanently barred, regardless of any longer statute of limitations otherwise applicable.

Section 15

Intellectual Property

The Services, including all software code, algorithms, designs, logos, trademarks, user interfaces, and documentation, are the exclusive property of Stellar POS, Inc. and are protected by U.S. copyright, patent, trademark, trade secret, and other intellectual property laws. Nothing in these Terms transfers any intellectual property rights to Merchant. The "Stellar POS" name and logo are trademarks of Stellar POS, Inc.

Section 16

Term, Termination, and Suspension

16.1 Term. These Terms commence on Merchant's first use of the Services and continue until terminated.

16.2 Termination by Merchant. Merchant may cancel the Subscription at any time by providing 30 days' written notice or through the account dashboard. Cancellation takes effect at the end of the current billing period.

16.3 Termination or Suspension by Stellar POS. Stellar POS may: (a) suspend Services immediately for non-payment, prohibited use, security incidents, or fraud; (b) terminate these Terms immediately upon Merchant's material breach that is not cured within 10 days of written notice; or (c) terminate without cause upon 30 days' written notice.

16.4 Effect of Termination. Upon termination, Merchant's license ends immediately. Stellar POS will make Merchant Data available for export for 30 days post-termination, after which all Merchant Data will be permanently deleted and cannot be recovered. Sections 10, 11, 12, 14, and 15 survive termination.

16.5 Refunds Upon Termination by Stellar POS Without Cause. If Stellar POS terminates without cause, Merchant will receive a pro-rated refund of prepaid, unused subscription fees. No other refunds are provided.

Section 17

Changes to Terms

Stellar POS may update these Terms at any time. For material changes, Stellar POS will provide at least 30 days' notice via email. For minor changes (such as corrections or clarifications), notice will be posted on the website. Merchant's continued use of the Services after the effective date of any update constitutes acceptance. If Merchant does not agree to updated Terms, Merchant must cancel before the effective date.

Section 18

Miscellaneous

Entire Agreement. These Terms, together with the Privacy Policy, Security Policy, and any applicable Order Form or SLA, constitute the entire agreement between the parties and supersede all prior agreements, representations, or understandings relating to the Services.

Severability. If any provision is found illegal, invalid, or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force.

No Waiver. Failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision. Any waiver must be in writing and signed by an authorized representative of Stellar POS.

Assignment. Merchant may not assign these Terms without Stellar POS's prior written consent. Stellar POS may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

Force Majeure. Neither party is liable for delays or failures in performance caused by events beyond reasonable control, including natural disasters, war, terrorism, pandemics, government orders, internet or infrastructure outages, or third-party service failures.

No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties and do not create any third-party beneficiary rights.

Headings. Section headings are for convenience only and have no legal effect.

Section 19

Contact Information

For legal matters: legal@stellarpos.us
For privacy matters: privacy@stellarpos.us
For security matters: security@stellarpos.us
For support: support@stellarpos.us

Stellar POS, Inc.
Washington State, United States