These Hardware and Software Terms and Conditions are provided by Quantum Electronic Payments LLC. For purposes of these Terms, Quantum Electronic Payments LLC is referred to as “Quantum.”
These Terms govern Merchant’s access to and use of services, hardware, software, and professional services ordered under a Hardware and Software Order.
1.Services, Hardware, and Software
The services may include, but are not limited to:
- mobile and web applications for use by Merchant’s employees and customers to place orders and process payments;
- point-of-sale hardware for use by Merchant’s employees and customers to place orders and process payments;
- processing of payments and facilitating payment of net sales proceeds to Merchant’s bank account;
- reporting on Merchant’s sales and activities; and
- support related to customer inquiries involving payments or order placement.
All services are provided in connection with Merchant’s account with Quantum.
2. Merchant Processing Agreement Requirement
Merchant agrees to enter into a Merchant Processing Agreement with Customer for a minimum term of either 12 months or 24 months, depending on the hardware or software ordered.
Merchants who order a free Smart Terminal agree to enter a Merchant Processing Agreement with Quantum for a minimum term of 12 months.
Merchants who order a free Point-of-Sale Station agree to enter into a Merchant Processing Agreement with Quantum for a minimum term of 24 months.
Merchants who order a Smart Terminal to be paid by Merchant through a monthly subscription fee agree to enter into a Merchant Processing Agreement with Quantum for a minimum term of 12 months.
Merchants who order a Point-of-Sale Station to be paid by Merchant through a monthly subscription fee agree to enter into a Merchant Processing Agreement with Quantum for a minimum term of 24 months.
Merchants who purchase Smart Terminals or Point-of-Sale Stations are not required to maintain a Merchant Processing Agreement with Quantum.
3. Product List Requirement
Merchants subscribing to point-of-sale software agree to submit an accurate and up-to-date product list, or menu, to Quantum.
The product list must include all product information, modifiers, and pricing.
4. Eligibility for Free Hardware or Software
Merchant is not eligible to receive free hardware or software until Merchant has:
- signed the required Merchant Processing Agreement with Quantum; and
- submitted an accurate and up-to-date product list, or menu, containing all required product information, modifiers, and pricing, if Merchant is subscribing to point-of-sale software.
5. Hardware Ownership
Merchant is not eligible to take ownership of hardware ordered by Merchant until Merchant has completed the applicable eligibility requirements stated in these Terms.
Merchant takes ownership of hardware ordered by Merchant upon completion of the applicable Merchant Processing Agreement requirement.
6. Taxes and Shipping
Merchant agrees to pay all applicable taxes for the full retail value of all hardware ordered by Merchant.
Merchant agrees to pay the shipping costs for hardware ordered by Merchant.
7. Term, Termination, and Hardware Return
Merchant may terminate its Merchant Processing Agreement with Quantum at any time, subject to the terms of the Merchant Processing Agreement and these Terms.
Quantum may terminate the Merchant Processing Agreement at any time in its sole discretion.
If the Merchant Processing Agreement is terminated by Merchant or Quantum before completion of the required term, Merchant is required to either:
- Pay Quantum the full retail value of the free hardware ordered by Merchant; or
- Return all hardware to Quantum within 30 days of termination in lieu of paying the full retail value of the free hardware ordered by Merchant
The full retail value of the hardware ordered by Merchant is the list price displayed when Merchant places the order.
8. Payment Processing Monthly Minimum
Merchants who order hardware or software agree to the monthly processing minimum stated in the Merchant Processing Agreement entered into by Merchant.
9. Dispute Resolution, Arbitration, and Governing Law
These Terms shall be construed and enforced in accordance with the laws of the State of California, without regard to conflict-of-law or choice-of-law rules.
The rule of construction that provides that a document is construed against the maker shall not apply to these Terms.
The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply to these Terms.
Any dispute, claim, or controversy arising out of or relating in any way to these Terms, including the breach, termination, enforcement, interpretation, or validity of these Terms, the determination of the scope or applicability of the agreement to arbitrate, or Merchant’s use of the services or Quantum websites, shall be determined through confidential binding arbitration before one arbitrator.
The confidential binding arbitration shall be administered by the American Arbitration Association under its Commercial Arbitration Rules.
The parties shall maintain the confidentiality of the arbitration proceeding and award, including the hearing.
Judgment on the award may be entered in any court having jurisdiction.
These Terms do not preclude either party from pursuing a court action in state or federal court solely for the purpose of obtaining a temporary restraining order or preliminary injunction where such relief is appropriate. Any other relief shall be pursued through arbitration under these Terms.
Any action or proceeding by Merchant against Quantum relating to any dispute must be commenced within one year after the cause of action accrues.
Except where prohibited by applicable law, Merchant and Quantum agree that each may bring claims against the other only on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding.
Unless Merchant and Quantum agree otherwise, the arbitrator may not consolidate or join more than one person's or party's claims and may not otherwise oversee any consolidated, representative, or class proceeding.
The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief required by that party’s individual claim.
Quantum is interested in resolving disputes quickly and efficiently, and most concerns can be resolved by contacting Quantum’s support team.
A party intending to seek arbitration must first send the other party a written notice of dispute by certified mail.
The notice of dispute must describe the nature and basis of the claim or dispute and state the specific relief sought.
If Quantum and Merchant do not resolve the claim or dispute through good-faith efforts within 60 calendar days after the notice of dispute is received, either party may commence arbitration.
During arbitration, the amount of any settlement offer made by either party shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which the parties are entitled.
10. General Terms
The failure of either party to enforce any right or provision in these Terms will not constitute a waiver of that right or provision unless acknowledged and agreed to in writing.
Any waiver with respect to a specific circumstance will not constitute a waiver of the same provision or any other provision for any later circumstances unless expressly stated in writing.
Quantum may modify these Terms to comply with amendments to applicable laws and rules. Section headings are provided for convenience only and will not affect the interpretation or enforcement of these Terms.
No joint venture, partnership, employment, or agency relationship exists between Quantum and Merchant as a result of these Terms or Merchant’s use of the services.
These Terms, together with all exhibits, attachments, addenda, orders, and any applicable Quantum Master Services Agreement, represent the parties’ entire understanding relating to the services, hardware, software, and subject matter covered by these Terms.
These Terms supersede any prior or contemporaneous conflicting oral or written communications, whether written or verbal.
These Terms will control over any different or additional terms in any non-Quantum ordering document. No terms included in any Merchant purchase order or other non-Quantum document will apply to the services, hardware, or software.
These Terms may be amended only by written agreement signed by the parties, except that Quantum may update these Terms by providing reasonable notice and requiring Merchant to agree to the updated Terms.
If any provision of these Terms is held by an arbitrator or court of competent jurisdiction to be invalid or unenforceable, and the essential terms and conditions remain valid, binding, and enforceable, the invalid or unenforceable provision will be treated and construed to reflect the original intent of the parties in accordance with applicable laws and rules.
All remaining provisions will remain in full force and effect.
Merchant may not assign these Terms without Quantum’s prior written approval, while Quantum may assign these Terms without delay.
Signatures transmitted and received electronically, including through scanned documents, faxed documents, secure email, AdobeSign, typing a name, electronically indicating assent, or otherwise acknowledging or accepting an agreement electronically, are valid signatures for all purposes under these Terms.
Electronic signatures shall bind the parties to the same extent as live signatures on paper.
Any transaction or service resulting from Merchant’s instructions received by Quantum in Merchant’s name or under Merchant’s credentials, including any electronic signature, shall be deemed a writing authenticated by Merchant for purposes of any law requiring a writing or written signature.
Electronic signatures and records maintained by Quantum under Merchant’s or its authorized users’ credentials shall be deemed signed and will constitute an original when printed from records established and maintained by Quantum or its agent in the ordinary course of business.
Merchant agrees not to contest the authentication, validity, enforceability, or admissibility of Quantum’s electronic records, documents, and reports on the basis that they are electronic.
Records and signed documents introduced as evidence on paper in any judicial or other proceeding will be admissible to the same extent and under the same conditions as other documentary business records.
Each party is responsible for ensuring that its respective representatives comply with these Terms.
