Terms of Service

These Terms of Service (“Terms”), together with the Privacy Policy, the Acceptable Use Policy, the Data Processing Addendum, and any order form, subscription, activation, or pricing terms we provide (collectively, this “Agreement”), form a binding legal agreement between Advantage Systems Group LLC, a Georgia limited liability company (“Advantage Systems,” “we,” “our,” or “us”), and the person or entity accepting these Terms or on whose behalf they are accepted (“you” or “your”).

This Agreement governs the products and services we provide to you (the “Services”), including all software we provide or make accessible in connection with the Services — the Shift Console (Advantage360) desktop application, the mobile application, the cloud web back-office, the Advantage Agent, and all programs, components, internet-based services, content, technology, tools, updates, help content, and new releases of any of them (the “Software”).

BY CLICKING “I AGREE,” “ACCEPT,” OR “REGISTER,” OR BY ACCESSING OR USING THE SERVICES, YOU REPRESENT THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT ACCESS OR USE THE SERVICES.

THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND A CLASS-ACTION WAIVER (SECTION 18) THAT AFFECT YOUR LEGAL RIGHTS.

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1. Acceptance and Authority

By accepting this Agreement, you represent that you have the legal capacity and authority to enter into it. If you accept on behalf of a company or other entity, you represent that you have authority to bind that entity, and “you” refers to that entity. This Agreement may be entered into by electronic acceptance, including a click. You and we agree that an electronic acceptance is valid and enforceable.

2. The Services

a. Provision. We will use commercially reasonable efforts to provide the Services subject to this Agreement, including your payment of all Fees.

b. Modifications. We may revise, update, or modify the Services and may establish or change limits on use of the Software and Services, temporarily or permanently, including changing, limiting, or discontinuing any feature, pricing, support option, storage, or product-related policy (“Modifications”). We will try to provide reasonable notice of material Modifications by posting on our website and/or emailing the address in your Registration Information, generally within thirty (30) days. We may make any Modification effective immediately where necessary to maintain security or comply with applicable law. Your continued use after a Modification constitutes acceptance of it.

c. Authorized Users. Your right to access and use the Services is limited to the individual users (your employees or contractors) for whom you have purchased the Services and paid the applicable Fees (each, a “User”). Each User may access and use the Services solely for you and on your behalf. You will ensure that no person other than a User accesses or uses the Services through or on your behalf. You are liable for all acts and omissions of all Users and of all your employees and contractors in connection with the Services, and any violation of this Agreement by any of them is deemed a breach by you.

d. Accounts and Access Credentials. Access requires setting up an account and providing complete, accurate, and current registration information (“Registration Information”), which you will keep current. We will require IDs and passwords (“Access Information”) to access the Services. You agree to keep the Access Information secure and confidential and not to share it with any person other than a User. Once a person ceases to be a User, you will ensure they have no further access, including by changing Access Information. You will notify us immediately in writing of any loss, misappropriation, or misuse of any Access Information or any unauthorized access to your account. You are fully responsible and liable for all activity occurring under your Access Information.

e. Updates. We may, in our discretion, provide maintenance, upgrades, bug fixes, patches, error corrections, improvements, or general updates (“Updates”), but have no obligation to do so. All Updates are Software. Updates may cause interrupted service, delays, or errors. We do not guarantee uptime, service levels, or the absence of downtime, and provide no service-level agreement unless separately agreed in writing.

f. Beta Features. We may include beta or preview features (“Beta Features”). Your use of any Beta Feature is voluntary and at your sole risk. Beta Features are provided “AS IS,” may contain errors, and may cause data loss. Reverting from a Beta Feature may not be possible and data created in it may not be recoverable.

g. Customer Responsibility for Operations. You are solely responsible and liable for your business, operations, and locations; for all transactions, pricing, promotions, discounts, rewards, fuel and lottery records, tax determinations, and other data entered into or processed through the Services; and for any errors, mistakes, or malfunctions related to any of the foregoing, including any errors in pricing or labeling, in setting up promotions or discounts, or in determining, calculating, or remitting sales, use, fuel, lottery, payroll, or other taxes or fees. Where suppliers offer rebate, allowance, or reimbursement programs, your participation is solely a matter between you and the supplier; we are not responsible or liable for any such program.

h. Third-Party Products and Websites. The Services may reference or link to products, services, or websites provided by others (“Third-Party Products” and “Third-Party Websites”). A link or reference does not imply our endorsement, verification, or monitoring. Your use of any Third-Party Product or Website is at your own risk and subject to that third party’s terms, and we are not responsible or liable for it.

3. License Grant

Subject to your payment of all Fees and strict compliance with this Agreement, we grant you a personal, non-exclusive, non-transferable, non-assignable, non-sublicensable, limited license during the Term to access and use the Services and any Software we make available solely for your internal business operations, and only for the number of Users and the business locations for which you have paid the applicable Fees (the “License”).

“Our Content” means any software, code, technology, documentation, works, materials, data, and information that we provide or make accessible, or that results or is derived from the Services or Software. You may access Our Content only to the extent we make it available as part of the Services. No source code or source materials are licensed to you, expressly or implicitly.

4. Restrictions

The License is the only right granted to you. Except as expressly permitted by this Agreement, you and your Users will not, and will not permit or assist any third party to, directly or indirectly:

a. access or use the Services, Software, or Our Content outside the scope of the License;

b. grant any sublicense, or transfer, assign, or resell this Agreement, the License, or any part of it;

c. copy, reproduce, publish, display, upload, post, transfer, or distribute the Services, Software, or Our Content, or use them as a service bureau or otherwise for the benefit of any third party;

d. make, develop, or create any modification, translation, adaptation, derivative work, or improvement of or based on any Services, Software, or Our Content;

e. reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive, observe, reconstruct, or gain access to the source code, source materials, underlying structure, architecture, algorithms, data models, workflows, screen designs, or ideas of or associated with the Services, Software, or Our Content, or any part of them, by any means;

f. use the Services, Software, or Our Content — or any access, observation, knowledge, or information you obtain from them — for purposes of competitive analysis, benchmarking against a competing or prospective competing product or service, or the design, development, training, or improvement of any product or service that competes with, or is intended to compete with, the Services, Software, or Our Content;

g. use the Services, Software, or Our Content to develop, train, or improve any machine-learning model, large language model, or other artificial-intelligence system, or input Our Content into any such system, except as we expressly authorize in writing;

h. interfere with the proper working of, or access to, the Services, Software, or Our Content, or impose an unreasonable or disproportionate load on our infrastructure;

i. remove, alter, or obscure any proprietary or intellectual-property notice;

j. access or use any robot, spider, scraper, crawler, or other automated process to retrieve, index, scrape, mine, or extract any part of the Services, Software, or Our Content;

k. probe, scan, or test the vulnerability of, or breach or circumvent any security or authentication measure of, the Services, Software, or any associated system or network;

l. use the Services, Software, or Our Content in violation of any applicable federal, state, local, foreign, or international law, regulation, or rule (collectively, “Law”); or

m. use the Services, Software, or Our Content to cause, or for any purpose of causing, commercial harm or disadvantage to us.

Audit. We may, on reasonable notice, audit and verify your and your Users’ compliance with this Agreement, including the scope of the License, authorized Users, locations, usage, and Fees. You will promptly provide reasonable access to records, information, and systems necessary to confirm compliance.

5. Trade Secrets; Confidentiality

You acknowledge and agree that the Services, Software, and Our Content — including their source code, architecture, data models, workflows, screen designs, non-public features, performance information, and the methods and processes by which they operate — constitute valuable trade secrets and confidential and proprietary information of Advantage Systems, derive independent economic value from not being generally known, and are the subject of reasonable efforts by us to maintain their secrecy. You will (a) hold all such information in strict confidence; (b) use it solely as permitted by the License; (c) not disclose it to any third party; and (d) protect it using at least the same degree of care you use for your own confidential information and no less than a reasonable degree of care. This obligation survives termination and continues for as long as the information remains a trade secret or, for confidential information that is not a trade secret, for five (5) years after termination. You will promptly notify us of any actual or suspected unauthorized access, use, or disclosure.

6. Generated Data

a. Assignment to Advantage Systems. By using the Services, you assign to us all right, title, and interest in and to all data and information generated by or resulting from use of the Services or Software, including inventory, purchase, sale, and transaction data; pricing information; sales timing and location; point-of-sale data; product-identification data (UPC, EAN, PLU, SKU); fuel volume, delivery, and reconciliation data; lottery pack and settlement data; cash-management data; and any correlation of such data (the “Generated Data”). All Generated Data is also Our Content.

b. License Back to You. We grant you, as part of the License, the right to use the Generated Data relating to your own inventory, sales, and business operations (the “Business Generated Data”) for your internal business purposes during the Term.

c. No Personal Information In. You will not provide us, through the Services, with personally identifiable information of any individual except as the Services are designed to process (for example, employee or account records the Services are built to hold). Your handling of any personal information is governed by the Data Processing Addendum.

d. Aggregated Statistics. We may compile and use de-identified, aggregated data and statistics derived from Generated Data and use of the Services (“Aggregated Statistics”), provided they do not identify you or any individual. Aggregated Statistics are solely ours and may be used for any lawful purpose, including improving the Services and industry benchmarking.

7. Your Content

a. “Your Content” means materials, data, and information you or your Users upload, enter, or store using the Services, other than Generated Data. You are solely responsible and liable for Your Content. You should back up Your Content regularly; you bear sole responsibility for archiving it and sole liability for any lost or unrecoverable data.

b. You grant us a non-exclusive, worldwide right and license, during the Term and for a reasonable period after, to use, reproduce, store, and display Your Content as necessary to provide, maintain, secure, and improve the Services.

c. Feedback. If you provide any suggestion, comment, or recommendation regarding the Services (“Feedback”), you assign to us all right, title, and interest in it, and we may use it for any purpose without obligation or payment to you.

8. Fees and Payment

a. You will pay the fees for the Services as set forth in the applicable order or pricing terms (the “Fees”) on a subscription basis, in advance, without regard to actual usage. All amounts are in U.S. dollars and are paid by the payment method you authorize (the “Payment Method”), which you will keep accurate and current. You authorize us to charge all Fees, including applicable taxes, to the Payment Method.

b. We may change the Fees on at least thirty (30) days’ notice, effective at the start of the next Subscription Period. If you do not agree, you may terminate before the change takes effect; continued use constitutes acceptance.

c. All Fees are non-refundable except as expressly stated in this Agreement. You will not block, charge back, or challenge any properly owed payment. You are responsible for all collection costs we incur on past-due amounts.

d. Sales, use, value-added, and similar taxes (excluding taxes on our income) are added to and payable with the Fees.

9. Term and Termination

a. Term. This Agreement begins on your acceptance and continues for consecutive Subscription Periods, automatically renewing unless terminated as provided here. “Subscription Period” means the monthly or annual period stated in your order.

b. Termination by You. You may terminate effective at the end of a Subscription Period by providing written notice to billing@advantagesystems.ai at least thirty (30) days before the end of that period, including your account identifier, store name and address, contact name and phone, and effective date.

c. Termination by Us. We may terminate for convenience on at least five (5) days’ notice, or immediately if (i) you breach this Agreement; (ii) you become insolvent or subject to bankruptcy or similar proceedings; (iii) we cannot process your Payment Method when Fees are due; or (iv) your Registration Information is inaccurate or not kept current. We may suspend rather than terminate in our discretion.

d. Effect of Termination. On termination, the License ends and you will cease all use of the Services and Software and delete and destroy any copies or manifestations of Our Content in your possession or control. We may delete Your Content and stop providing Business Generated Data after termination; we may permanently delete Your Content and Business Generated Data thirty (30) days after termination. We recommend you export Your Content and Business Generated Data before termination. No refunds will be issued except, where we terminate for convenience, a pro rata refund of prepaid, unused Fees.

e. Survival. Sections 3–7, 8(c), 10–18, and this Section 9(e), and all definitions used in them, survive termination.

10. Intellectual Property

We solely own and retain all right, title, and interest in and to the Services, the Software (including all Updates, documentation, source code, and source materials), all of Our Content, all Generated Data, all Feedback, all derivative works (by whomever made), and all related technology, inventions, methods, processes, data, and databases, together with all patents, copyrights, trademarks, trade dress, trade secrets, designs, domain names, and other intellectual-property rights anywhere in the world (collectively, “Our IP”). Nothing in this Agreement transfers or grants any right in Our IP except the limited License during the Term. You will not challenge our ownership of, or the validity of, any of Our IP, or take any action that may jeopardize our rights in it. If you or any User acquires any right in Our IP, you assign it to us and will execute documents reasonably necessary to effect that assignment. In any action to protect Our IP, you will pay our reasonable attorneys’ fees and legal costs.

11. Warranties and Disclaimers

a. You represent and warrant that (i) you have authority to enter into and perform this Agreement; (ii) you will use the Services solely in compliance with this Agreement and all applicable Law; and (iii) you will ensure your Users do the same.

b. YOUR USE OF THE SERVICES, SOFTWARE, AND OUR CONTENT IS ENTIRELY AT YOUR OWN RISK. THE SERVICES, SOFTWARE, AND OUR CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR LICENSORS, VENDORS, AND SUPPLIERS DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS, OR THAT THEY WILL MEET YOUR REQUIREMENTS, OR THAT ANY DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED.

c. WE DO NOT PROVIDE LEGAL, TAX, ACCOUNTING, OR OTHER PROFESSIONAL ADVICE. WE DISCLAIM ANY REPRESENTATION THAT YOUR USE OF THE SERVICES WILL SATISFY ANY STATUTORY OR REGULATORY OBLIGATION, INCLUDING ANY FUEL, LOTTERY, TAX, PAYMENT-CARD, OR OTHER COMPLIANCE OBLIGATION. YOU ARE SOLELY RESPONSIBLE FOR YOUR COMPLIANCE WITH ALL APPLICABLE LAW.

d. These disclaimers are a fundamental basis of the bargain, and we would not provide the Services without them.

12. Limitation of Liability

a. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE, OUR AFFILIATES, AND OUR SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, OR DATA, OR FOR DATA CORRUPTION OR SECURITY BREACHES, ARISING OUT OF OR RELATED TO THE SERVICES, SOFTWARE, OUR CONTENT, OR THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY.

b. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL FEES YOU PAID US IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM.

c. These limitations are a fundamental basis of the bargain and apply even if a remedy fails of its essential purpose.

13. Indemnification

To the fullest extent permitted by law, you will defend, indemnify, and hold harmless Advantage Systems, its affiliates and suppliers, and their officers, directors, employees, and agents (the “Indemnified Parties”) from and against every claim, action, and proceeding, and all damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or connected with (i) your business, operations, locations, transactions, products, services, or Your Content; (ii) your or your Users’ unauthorized use or misuse of the Services, Software, or Our Content; (iii) any claim by a person relating to your business or operations; (iv) your breach of this Agreement; (v) your infringement or misappropriation of any third party’s intellectual-property, privacy, publicity, or other rights (except to the extent caused solely by the Services as provided by us without your content, modifications, or specific uses); or (vi) your or your Users’ negligence, willful misconduct, or violation of Law. We may assume exclusive defense and control of any indemnified matter, and you will cooperate.

14. Equitable Relief

You agree that monetary damages alone may be an inadequate remedy for a breach of Sections 4, 5, 6, 7, or 10, that such a breach may cause us irreparable harm, and that we are entitled to seek injunctive or other equitable relief to enforce those Sections or to protect Our IP, without the obligation to post a bond, in addition to all other available remedies.

15. Assignment

You may not assign or transfer this Agreement or any right under it without our prior written consent, which we may withhold in our discretion and condition on a transfer fee. We may assign this Agreement freely. Subject to the foregoing, this Agreement binds and benefits the parties’ successors and permitted assigns.

16. Force Majeure

We are not liable for any failure or delay in performance caused by events beyond our reasonable control, including strikes, civil disturbances, war, terrorism, epidemic or pandemic, natural disaster, fire, flood, power or telecommunications failures, or failures of third-party services or infrastructure.

17. Notices

We may give notice by email to the address in your Registration Information or by posting within the Services; such notice is effective when sent. Notices to us must be in writing to Advantage Systems Group LLC, 8735 Dunwoody Place, Ste N, Atlanta, GA 30350, with a copy to legal@advantagesystems.ai.

18. Governing Law; Arbitration; Class Waiver

a. Governing Law. This Agreement is governed by the laws of the State of Georgia, without regard to conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

b. Binding Arbitration. Except as provided in Section 18(d), any dispute arising out of or relating to this Agreement or the Services will be finally resolved by binding arbitration before a single neutral arbitrator administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in DeKalb County, Georgia. The arbitrator decides all questions of arbitrability. Judgment on the award may be entered in any court of competent jurisdiction.

c. Class Waiver. YOU AND WE AGREE TO BRING CLAIMS ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. YOU AND WE WAIVE ANY RIGHT TO A JURY TRIAL.

d. Carve-Out for Equitable Relief. Either party may seek a temporary restraining order, preliminary injunction, or other interim or conservatory relief — including to protect intellectual property or enforce Sections 4, 5, 6, 7, 10, or 14 — in the state or federal courts located in DeKalb County, Georgia, without waiving arbitration. You consent to the personal jurisdiction and venue of those courts for that purpose.

e. Attorneys’ Fees. If we bring a proceeding to enforce this Agreement and prevail, you will pay our reasonable attorneys’ fees and legal costs.

19. Miscellaneous

a. Independent Contractors. The parties are independent contractors; this Agreement creates no agency, partnership, or joint venture.

b. Entire Agreement. This Agreement is the entire agreement on its subject matter and supersedes all prior or contemporaneous understandings.

c. Amendment. We may change these Terms by notice (including by posting an updated version), effective on notice; continued use constitutes acceptance. No waiver is effective unless in writing.

d. Severability; Reformation. If any provision is held invalid or unenforceable, it will be reformed to the minimum extent necessary to make it enforceable, or if it cannot be, severed, and the remaining provisions remain in effect.

e. No Construction Against Drafter. This Agreement will not be construed against the drafter.

f. Headings. Headings are for convenience only.

Questions: legal@advantagesystems.ai