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Service and Support Agreement

Effective Date: Feb 25, 2026

d can only be switched to primary if it is properly installed, powered on, and currently accessible via Internet connection.  All Secondary Local Clouds that are promoted to Primary will trigger an Order for a replacement Local Cloud at Primary pricing.

This Service and Support Agreement applies to Contractor’s Subscription Service provided under that certain Master Subscription Services Agreement (the “MSA”) between Customer and Contractor, effective as of the Effective Date of the MSA. Capitalized terms used but not defined in this Service and Support Agreement have the meanings set forth in the MSA.

Specifications

The Subscription Service includes the capabilities specified in the then-current production release as of the Effective Date of the MSA, which may include POS, KDS, Linebusting, Kiosk, Online Ordering, Loyalty, Reporting, 3PD, 1PD. Contractor may, from time to time, develop enhancements, modifications, and new features. Such items may be (i) included in the Subscription Service at no additional charge, or (ii) offered as separately licensed products or modules for an additional fee, as determined by Contractor.

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1) HQ Training

As part of brand onboarding, Customer will have access to training materials related to the features and services selected in Exhibit A (Fees).

a) Customer SaaS Manager. Customer will designate and maintain a Customer SaaS Manager who is responsible for understanding the Subscription Service and communicating applicable day-to-day operational policies and procedures to Customer personnel, including internal support liaisons, training leads, regional staff, and store teams, as applicable. Contractor will provide basic training materials and checklists; Customer is responsible for adapting and delivering training as needed to meet Customer’s business requirements.

b) Communication with Contractor. The Customer SaaS Manager will submit L2 and L3 support requests to Contractor via Support@touchpoint.io or 1-800-992-9540, in accordance with the support procedures in this Agreement.

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2) Support Issues and Resolution Procedures

Support requests are categorized into three (3) levels based on severity and the appropriate resolution path. Each level has defined responsibilities and escalation steps.

a) Level 1 (L1) Issues — Known Workarounds, Training, and Common How-To Questions

Definition. L1 Issues include questions or problems that are typically resolved through training, documentation, configuration guidance, or a known workaround.

Examples.

• Initial setup of Android or iPad screen devices
• Reconnecting and basic troubleshooting of screen devices, printers, or cash drawers
• Connecting and basic troubleshooting of payment terminals
• Configuring, updating, or syncing menus
• Completing orders and basic workflow questions
• Employee login and routine configuration settings
• Cloud and location management tasks

Outside scope.  Issues caused by third-party systems or services—such as ISP service outages, ISP-provided modem/router issues, or other non-Touchpoint-managed networking hardware or services—are outside the scope of this Agreement. Issues caused by changes to store wiring, cabling, or physical device placement (including moving equipment, re-terminating cables, or modifying network drops/switch connections) are also outside scope and will be treated as a new install. In those cases, Touchpoint may provide assistance only under a separate, fee-based service, including an equipment setup / re-installation fee (and, if applicable, Network Debugging fees).

L1 Resolution Process.

1. Store → Customer HQ: The store will first contact Customer’s designated support liaison (e.g., Customer SaaS Manager). Customer is responsible for first-line triage and attempting resolution using training materials and internal procedures.
2. Customer HQ → Touchpoint: If Customer cannot resolve the issue, the Customer SaaS Manager will open a Touchpoint support ticket with relevant details (store/device identifiers, steps to reproduce, screenshots/photos, and timing). When feasible, Customer will attempt to reproduce the issue in the Customer HQ lab environment.

b) Level 2 (L2) Issues — New or Previously Unidentified Functional Impairments

Definition. L2 Issues are previously unidentified issues that impact or limit a portion of functionality, but do not completely prevent a store from operating.

L2 Resolution Process.

1. Ticket and replication attempt: Customer’s SaaS Manager will open a Touchpoint support ticket and will attempt to replicate the issue in the Customer HQ lab environment when feasible.
2. Pending reproduction: The issue will be treated as Pending Reproduction until it can be consistently and reliably reproduced (in the HQ lab and/or at the store).
3. Coordinated troubleshooting: Touchpoint may schedule a three-way session with Customer HQ and the affected store to help reproduce, diagnose, and/or resolve the issue.
4. Fix or guidance: Depending on the root cause, Touchpoint may provide a workaround, update documentation, adjust configuration, and/or release a software update.

Reclassification and fee-based troubleshooting. If an L2 ticket is determined to be caused by store-specific networking/environmental conditions, or by non-managed hardware or third-party services, or is ultimately reclassified as an L1 Issue, additional investigation and remediation may be billed as Network Debugging (or other applicable) support fees.

c) Level 3 (L3) Issues — Store-Down / Cannot Operate (Touchpoint-Managed Infrastructure)

Definition. L3 Issues are incidents that completely prevent a store location from operating due to a failure of Touchpoint-managed core infrastructure, such as:

• Local Cloud failure, or
• TPINTERNAL LAN/network failure where the LAN is managed by Touchpoint.

Not L3: Partial degradation of in-store functionality, reporting issues, and API issues are considered L2 Issues.

Third-party services outside scope. ISP outages, ISP router/modem issues, payment network/provider outages, and other third-party equipment or services must be handled with the applicable supplier and are outside the scope of Contractor’s responsibility. Touchpoint may assist with coordination only as an additional, fee-based service, if requested.

L3 Resolution Process.

1. Store → Customer HQ (immediate triage): The store will first contact Customer’s designated support liaison (e.g., Customer SaaS Manager). Customer will guide the store through the then-current Local Cloud and Touchpoint-managed LAN reboot/recovery procedures.
2. Customer HQ → Touchpoint (escalation): If reboot/recovery does not restore operations, the SaaS Manager will open an L3 support ticket with Touchpoint to initiate one or more of the following, as appropriate:
   a) Failover: Promote a Local Cloud standby unit to Primary (if installed).
   b) Replacement: Order and dispatch replacement equipment.
   c) Further investigation: Initiate deeper diagnostics and remediation by Touchpoint.

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Customer agrees to complete Touchpoint’s Store Launch Checklist for each store launch as follows:

• New store launch: Checklist must be validated at least five (5) business days before the scheduled launch date.
• Existing store converting to Touchpoint: Checklist must be validated at least three (3) business days before the scheduled launch date.

Customer must have an authorized store representative on site to validate, at a minimum, the following items:

a) Internet and Wi-Fi connectivity is installed, functioning, and stable.
b) Menus, pricing, and taxes are accurate, and Wi-Fi/network coverage is adequate for all required iPads/screens throughout the store.

c) KDS configuration and routing — KDS screens, stations, and display settings are configured correctly to match the store’s desired routing flow (e.g., prep vs. expo) and to ensure the right items are visible on the right screens.
d) Printers are connected and printing correctly (including routing and output).
e) Payments are fully configured and tested, including confirming payment credentials and verifying that test/live deposits are successfully received at least five (5) business days before launch.

f) Online ordering is validated and tested, including confirming the online menu is accurate and successfully testing payments end-to-end.

g) Third-party delivery (3PD) menus are validated and tested, including confirming the 3PD menu is accurate and successfully testing ordering end-to-end (to the extent supported by the 3PD partner and DSPs).
h) Staff training is completed so store personnel can competently perform all tasks on the Store Launch Checklist.

Launch Support Fees. Support issues that result from Customer’s failure to timely and adequately complete the validations and training above, and that arise during the seven (7) days before launch through ten (10) days after launch of any service, will be treated as Launch Support and may incur additional support fees.

Optional Training Tool. To support staff training and a smooth launch, Customer may purchase Cloud Labs, which allows personnel to train from any location with an internet connection.

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5) Updates and Maintenance

Software Updates. Contractor will release updates to the TouchpointPRO or Touchpoint Enterprise (TPE) iOS and Android applications and to the Local Cloud software from time to time. Customer must install and adopt required updates to continue using the Services.

Canary Testing. For every twenty-five (25) stores, Customer may designate one (1) “canary” location, in addition to the Customer HQ lab environment, to receive releases in advance of general rollout for testing and validation.

Maintenance Windows and Service Impact. Contractor may perform maintenance on the Services periodically. Maintenance and updates may result in temporary service interruptions, delays, degraded performance, or defects. To the maximum extent permitted by law, Contractor will not be liable for interruptions or issues arising from (i) scheduled or emergency maintenance, or (ii) Customer’s failure to timely install required updates.

Cooperation. Contractor may contact Customer and request information reasonably necessary to diagnose and correct issues, and Customer will reasonably cooperate, including providing logs, device/store identifiers, and reproduction steps where available.

6) Customer Obligations for Installation and Use

a) Training and Operational Readiness

Customer is responsible for adequately training all Authorized Users on the documented use of the Subscription Service and applicable best practices within Customer’s operating environment, including re-training personnel to correct non-conforming use.

If Customer’s deployment experiences elevated support volume due to insufficient training, non-validated installation, or other abnormal operating conditions, Customer agrees to promptly remedy the situation (including retraining staff and correcting installation issues) so that ongoing support ticket volume returns to Customer’s normal per-location averages.

For purposes of this Agreement, “per-location averages” means the Customer’s trailing ninety (90) days average support ticket volume per store (excluding new store launches and conversions during the Launch Support window defined in this Agreement), measured on a comparable store-by-store basis.

If Customer does not timely remedy such conditions, Contractor may assess supplementary support fees for the additional support load.

b) Installation Requirements for Support Eligibility

(1) Hardware installation and required equipment.
Customer is responsible for purchasing and installing all equipment required to operate the Subscription Service, including any recommended iPads and/or Android tablets, kiosks, stands, cash drawers, printers, and payment terminals. Contractor may pre-configure certain components and may provide installation support for an additional fee as set forth in the applicable Order (or Exhibit A (Fees) if not specified in the Order).

All equipment must be installed and connected exactly as specified in Contractor’s installation documentation (including cabling and port assignments). If Customer relocates equipment, modifies wiring/cabling, re-terminates cables, changes network drops, or plugs devices into ports other than those specified in the installation documentation, such changes will be treated as a new install and may require re-validation and an equipment setup / re-installation fee. Support issues determined to be caused by miswiring, incorrect port usage, or misconfigured equipment may result in additional fees, including Network Evaluation fees.

(2) Internet access and third-party APIs.
Customer must provide, at its expense:

• A suitable ISP router with an available Ethernet port;
• Business-class internet access with a sustained minimum of 3.0 Mbps upstream and 5.0 Mbps downstream; and
• A static or reserved internal IP address for the Local Cloud in the range 192.168.x.x, as specified by Contractor.

No intermediate network devices (other than the ISP router and the Touchpoint-designated switch, if applicable) may sit upstream of the Local Cloud. Customer must allow full outbound connectivity from the Local Cloud (i.e., no outbound ports blocked by firewall rules).

Where the Subscription Service depends on third-party APIs, Customer is responsible for obtaining, entering, and maintaining any required paid credentials (e.g., Google Maps API keys). Support issues caused by failure to meet these internet/API requirements, or deviations from Contractor’s network requirements, may result in additional support fees.

(3) Exclusive private LAN (Touchpoint network).
Customer acknowledges that the Local Cloud provides a private wired and wireless LAN (10.0.x.x, and may include 4G failover) intended exclusively for Touchpoint-approved devices, including licensed iPads and/or Android tablets running Contractor software, authorized printers, authorized payment terminals, and Contractor management of the Local Cloud.

Customer will prevent any non-approved devices from connecting to the private LAN, including (without limitation) switches, cameras, IoT devices, Caller ID equipment, guest/staff phones, non-licensed tablets, or devices used for music/streaming. Any exception must be agreed to by Contractor in writing.

Customer will keep private LAN credentials confidential and will restrict physical access to the Local Cloud and Touchpoint network equipment. Customer assumes responsibility for any authorized or unauthorized access to the private LAN by any person or device. Discovery of non-approved devices, or third-party network management (including adoption of Touchpoint access points into a third-party controller), may (i) void applicable support and uptime commitments, and/or (ii) result in additional fees, including Network Debugging fees for networking-related issues.

(4) Electrical supply and battery backup (UPS).
Customer must provide adequate electrical outlets, power, and a suitable secure space with a controlled environment for operation of the Local Cloud and associated networking equipment. Customer acknowledges that the Local Cloud and all Contractor-supplied networking equipment must be connected to a functioning Uninterruptible Power Supply (UPS) with working battery backup to be eligible for certain support and warranty services.

Customer is responsible for providing and installing any required conduits and related electrical/installation infrastructure necessary for the equipment to operate.

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7) Limitations and Customer Obligations

a) Online requirement for EMV with certain processors. Customer understands that, for certain payment processors, EMV (“chip” and “tap”) transactions must be processed online and cannot be queued or buffered while offline.

b) Online dependency for mobile ordering, 1PD and 3PD, 1PD. Customer acknowledges that mobile ordering, first-party delivery (1PD), and third-party delivery (3PD) ordering depend on the store’s Local Cloud being online and reachable. If the Local Cloud is offline or cannot communicate with Touchpoint services and/or applicable delivery partners, mobile/1PD/3PD orders may be delayed or may not be received by the store. These services are provided on a best-effort basis and are not guaranteed during periods of Local Cloud, ISP, or network unavailability.

c) Remote web administration dependency. Customer acknowledges that remote web/admin access requires the store’s Local Cloud to be online.

d) Customer-controlled connectivity and power. Customer is solely responsible for any degradation or interruption of the Services caused by Customer’s ISP service, in-store network, power, or Wi-Fi connectivity.

e) Cellular failover transitions. Customer acknowledges that cellular failover may result in brief internet downtime during failover and failback transitions.

f) Cellular coverage responsibility and limitations. Customer is responsible for validating adequate cellular connectivity at each installed store location and acknowledges that cellular service interruptions and outages are common and that adequate connectivity is not guaranteed.

g) Standby Local Cloud requirements and replacement. Customer acknowledges that a standby/secondary Local Cloud can be promoted to Primary only if it is properly installed, powered on, and currently reachable via an active internet connection. Any standby Local Cloud promoted to Primary will trigger an Order for a replacement Local Cloud at then-current Primary pricing.

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8) Non-Standard Support Fees

The following fees apply for services outside standard support (“Non-Standard Support”). Unless otherwise stated, all per-incident fees are in addition to any applicable hourly charges.

• Custom Launch Support: $250 per incident, plus applicable support fees.
• Network Debugging: $250 per incident, plus $175 per engineer hour.
• Store Ownership Transfer: $499 with at least seven (7) business days advance notice; $699 with six (6) to four (4) business days advance notice.
• Short-notice payment credential edits/updates/verification: $275 with five (5) to four (4) business days advance notice; $499 with three (3) or fewer business days notice.
• Advanced (Engineering) Support: Engineering support is included at no additional charge for L3 incidents. For matters that are not L3, if Advanced (Engineering) Support is requested by Customer or deemed necessary by Contractor, time will be billed at $175–$275 per engineer hour during normal business hours, and $275+ per engineer hour outside normal business hours.
• Rush Fees: Rush fees may apply as quoted by Contractor.

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8) Third-Party Services, APIs, and Online Service Levels

Customer acknowledges that certain components of the Subscription Service rely on third-party providers, including (by way of example) payment gateways and processors, accounting platforms, cellular carriers, mapping and routing services, SMS/email/push notification services, third-party delivery (3PD) aggregators, and first-party delivery (1PD) services (collectively, “Third-Party Services”).

Customer understands that Third-Party Services— including services required to accept online orders, process payment cards, or retrieve accounting data—may be unavailable, degraded, delayed, or interrupted from time to time. Third-Party Services are provided on a best-effort basis and are governed solely by the applicable third-party provider’s service level agreements and terms. Any degradation or failure of a Third-Party Service may prevent some or all of the Subscription Service from operating, including the ability to process payment cards or receive online orders.

3PD limitations. Customer acknowledges that 3PD orders may fail to ingest through a third-party aggregator or may fail to be delivered to Contractor due to factors outside Contractor’s control, including third-party provider outages and network issues. Customer further acknowledges that 3PD platforms and aggregators may not support all aspects of Contractor’s menu configuration. As a result, there may be limitations or mismatches when translating Contractor’s internal definitions of menu items, modifiers, and options to third-party formats and when interpreting and importing orders received back from those third parties.

Third-Party Services; No SLA; Disclaimer; Integrations. Third-Party Services (including, without limitation, any failover connectivity, hosting services, payment gateways/processors, messaging services, mapping/routing services, 3PD aggregation services, and 1PD delivery services) are provided by third parties and are not governed by this Agreement. Accordingly, Contractor makes no service level, uptime, availability, performance, or reliability commitments with respect to any Third-Party Services.

Contractor has no responsibility or liability for the availability, uptime, performance, reliability, accessibility, utility, operation, or accuracy of any Third-Party Services, whether contracted directly by Customer or used in connection with the Subscription Service, and Contractor expressly disclaims all liability arising from or relating to any Third-Party Services and any outage, degradation, failure, delay, or defect therein. Any service levels, warranties, credits, or remedies related to Third-Party Services are provided (if at all) solely by the applicable third-party provider under its terms.

Notwithstanding the foregoing, Contractor will maintain, on a commercially reasonable basis, the integrations to Third-Party Services that Contractor provides as part of the Subscription Service; provided that Contractor’s obligations are limited to the integration components under Contractor’s control and do not include the performance or availability of the Third-Party Services themselves.