Terms of Service

Processor Relationship. Tabski facilitates payments through Payrix and related financial partners.

Required Processing Relationship.
Merchant agrees that payment processing through Tabski’s designated processing partners is a material part of these Terms and any related order form, proposal, equipment financing arrangement, hardware subsidy, or service agreement.

Authorization. Merchant authorizes Tabski and its processing partners to debit fees, chargebacks, fines, adjustments, subscription fees, hardware balances, accelerated hardware balances, returned payment fees, interest, late fees, collection costs, and other amounts owed under these Terms, any order form, or any related merchant agreement, including via ACH (Automated Clearing House) debit from Merchant’s designated bank account.

ACH Debit & Billing Fees.
Merchant authorizes Tabski to initiate ACH debits for applicable fees, including but not limited to subscription fees, hardware balances, accelerated hardware balances, adjustments, billing charges, interest, late fees, and other amounts owed. A fee of $2.50 per ACH checking debit may be applied to each ACH debit transaction.

Failed or Returned ACH Payments.
Merchant agrees to maintain sufficient funds in its designated account for all authorized ACH debits. Failed, rejected, or returned ACH transactions may result in additional fees, suspension of Services, or delay of settlement, support, or other Tabski obligations until the balance is cured.

Interest on Overdue Balances.
Any amount owed to Tabski that is not paid when due, including accelerated balances, shall accrue interest at the lesser of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, calculated from the original due date until paid in full. Merchant is also responsible for all reasonable collection costs, attorneys’ fees, court costs, and expenses incurred by Tabski to recover unpaid amounts.

Notice and Cure.
Except in cases of fraud, chargebacks, risk events, suspected misuse, breach of Section 2 (Required Active Payment Processing or No Third-Party Processing), or insolvency events, Tabski will provide Merchant with written notice of any payment default and a 10 business day cure period before acceleration. Notice may be delivered by email to the address on file in accordance with Section 25 (Notices).

Settlement. Funds are settled per the processor’s funding schedule, less applicable fees.

PCI Compliance. Merchant agrees to maintain PCI-compliant environments.

POS License. Tabski grants Merchant a limited, non-transferable license to use Tabski POS.

Hardware Scope. Hardware may include terminals, payment devices, printers, KDS screens, networking gear, cash drawers, mounts, cables, networking accessories, and related equipment (“Hardware”).

Hardware Ownership. Hardware may be purchased, rented, financed, licensed, leased, provided at no upfront cost, or subsidized depending on the order form, proposal, or written agreement.

Hardware Subsidy & Earned Discount.
If Tabski provides Hardware at a reduced price, no upfront cost, zero percent financing, rent-to-own structure, license-based structure, or other discounted arrangement, Tabski is providing a subsidy (“Hardware Subsidy”) equal to the difference between:

• The Hardware list price, replacement value, or financed value at shipment, and
• The amount paid by Merchant upfront.

Unless otherwise stated in an order form, the Hardware Subsidy is earned on a straight-line basis over 36 months from activation. The Hardware Subsidy value applicable to each Merchant is documented on the order form, proposal, or invoice issued at the time of shipment, which is incorporated into these Terms by reference.

Go Live Requirement.
Merchant agrees that all locations, tenants, vendors, concepts, kitchens, bars, revenue centers, or merchant accounts receiving Hardware must be fully onboarded, activated, and processing live transactions through Tabski within 90 calendar days of Hardware shipment, unless a longer implementation period is expressly stated on the order form or extended in writing by Tabski.

Failure of any location, tenant, vendor, concept, kitchen, bar, revenue center, or merchant account to go live within the required timeframe due to existing contractual obligations, third-party POS agreements, third-party payment processing agreements, merchant delays, incomplete onboarding, failure to submit merchant applications, failure to obtain processing approval, or refusal to process through Tabski shall constitute a material breach of these Terms.

Tenant and Vendor Readiness.
Merchant is responsible for confirming that all tenants, vendors, concepts, kitchens, bars, and merchant accounts intended to use Tabski are legally and contractually able to go live with Tabski before Hardware is shipped, installed, programmed, or deployed.

Merchant agrees that existing contracts with Toast, Square, Clover, GoTab, Shift4, Stripe, or any other POS, ordering, or payment provider do not relieve Merchant from its payment obligations to Tabski.

Required Active Payment Processing.
As a condition of receiving any Hardware Subsidy, discounted Hardware, zero percent financing, rent-to-own pricing, or license-based Hardware arrangement, Merchant agrees to actively and continuously process payment transactions through Tabski’s designated payment processing partners.

“Active payment processing” means Merchant is live, transacting, and routing at least 95% of card-present and card-not-present payment volume, measured monthly per location, tenant, vendor, concept, kitchen, bar, revenue center, or merchant account, through Tabski’s designated payment processing partners. Routing, diverting, or moving more than 5% of monthly payment volume away from Tabski’s designated payment processing partners shall constitute “material diversion” and a material breach of these Terms.

No Third-Party Processing or Circumvention.
Merchant may not use Tabski Hardware, software, online ordering, mobile ordering, KDS, POS, menus, integrations, or related infrastructure with any third-party payment processor, POS system, ordering provider, or workaround that bypasses Tabski’s payment processing relationships without Tabski’s prior written approval.

Any routing, diversion, circumvention, non-activation, partial activation, or failure to process through Tabski shall be considered a material breach of these Terms.

Acceleration of Hardware Balance.
If Merchant, or any location, tenant, vendor, concept, kitchen, bar, revenue center, or merchant account associated with Merchant:

• Fails to go live within 90 calendar days of Hardware shipment, or any longer period stated on the order form,
• Fails to activate payment processing through Tabski,
• Fails to submit required merchant onboarding or processing information,
• Is unable to go live because of an existing third-party POS or payment contract,
• Ceases, pauses, or materially reduces payment processing through Tabski,
• Routes more than 5% of monthly payment volume through another processor or POS provider,
• Uses Tabski Hardware with a third-party system without approval,
• Terminates Tabski Services before the Hardware Subsidy is fully earned, or
• Otherwise prevents Tabski from earning back the Hardware Subsidy through active processing,

then Tabski may, at its sole discretion, suspend Services, terminate Services, require return of Hardware, and/or accelerate all outstanding amounts owed.

Accelerated amounts may include, but are not limited to:

• The full remaining unearned Hardware Subsidy,
• The full unpaid balance of any financed, licensed, leased, rent-to-own, or zero percent Hardware arrangement,
• The replacement value of Hardware that is not returned,
• Any unpaid subscription, software, processing, installation, onboarding, programming, support, or service fees,
• The Software Early Termination Fee defined below,
• Any chargebacks, fines, penalties, or adjustments owed,
• Interest at 1.5% per month (or the maximum legal rate), and
• Any collection costs, legal fees, court costs, or expenses incurred by Tabski to recover amounts owed.

Merchant agrees that accelerated amounts become immediately due and payable upon notice from Tabski. Merchant authorizes Tabski to debit such amounts via ACH or charge any payment method on file.

Software Early Termination Fee.
If Merchant terminates Services, ceases active payment processing, or materially breaches these Terms before the end of any subscription term stated on an order form, Merchant shall pay an early termination fee equal to the remaining months of the subscription term at the full undiscounted list price, capped at 24 months. The Software Early Termination Fee is in addition to, and not in lieu of, the unearned Hardware Subsidy and any other accelerated amounts.

Partial Food Hall Activation.
For food halls, multi-vendor venues, shared kitchens, mixed-use venues, or similar environments, each tenant, vendor, concept, kitchen, bar, or revenue center that receives or is allocated Tabski Hardware is expected to go live and actively process through Tabski.

If only a portion of the venue goes live, Tabski may accelerate the Hardware balance associated with any non-live, inactive, non-processing, or third-party-processing tenant, vendor, concept, kitchen, bar, or revenue center.

Return Requirements.
Merchant must return subsidized, financed, rented, leased, licensed, or Tabski-provided Hardware within 15 business days of termination, non-activation, written demand, or failure to maintain active processing. Returned Hardware must be in good working condition, normal wear and tear excepted. Merchant bears the cost and risk of return shipment.

Tabski may reduce or waive the remaining subsidy balance for returned Hardware at its discretion, but is not required to do so.

Unreturned or Damaged Equipment.
Merchant authorizes Tabski to charge the payment method or bank account on file for:

• Unearned subsidy balances,
• Accelerated Hardware balances,
• Repair costs,
• Replacement costs for missing or damaged items, and
• Collection costs related to recovering Hardware or unpaid balances.

Personal Guarantee Requirement.
For any order form, proposal, or agreement under which the combined value of the Hardware Subsidy, financed Hardware balance, rent-to-own Hardware balance, or licensed Hardware balance exceeds $5,000, Tabski may require one or more principals, owners, officers, members, or managers of Merchant (each, a “Guarantor”) to execute a personal guarantee in favor of Tabski as a condition of shipment or activation.

Scope of Guarantee.
The personal guarantee shall be a continuing, absolute, and unconditional guarantee of payment and performance covering:

• The full unearned Hardware Subsidy balance,
• The full accelerated Hardware balance and replacement value,
• The Software Early Termination Fee,
• Unpaid subscription, processing, support, and service fees,
• Chargebacks, fines, and penalties owed,
• Interest, late fees, and ACH return fees, and
• All collection costs, attorneys’ fees, and court costs incurred by Tabski.

Survival.
The personal guarantee shall survive any dissolution, sale, transfer, bankruptcy, insolvency, restructuring, or change of control of Merchant. Guarantor waives any requirement that Tabski first proceed against Merchant or any other person before enforcing the guarantee against Guarantor.

Documentation.
The personal guarantee shall be documented on the order form, proposal, or a separate written instrument executed by Guarantor. The absence of a separate guarantee document does not waive Tabski’s right to require one before shipment or activation of Hardware.

Tabski provides cloud-based infrastructure. Uptime is targeted but not guaranteed. Tabski is not liable for service interruptions caused by third-party providers, internet outages, force majeure events, or factors outside Tabski’s reasonable control.

Refunds are merchant-specific. Tabski does not issue venue refunds except for technical errors. Subscription fees, hardware payments, onboarding fees, training fees, and convenience fees are non-refundable except where expressly stated otherwise in an order form.

Tabski may charge technology, ordering, or service convenience fees on transactions processed through the Services. Fees are disclosed to end customers at checkout in accordance with applicable law and card brand rules.

Ownership of Fees. Convenience fees are revenue of Tabski and not of Merchant unless a written order form, revenue share agreement, or addendum expressly provides otherwise. Convenience fees are non-refundable to Merchant under any circumstance, including termination, suspension, or chargeback of the underlying transaction.

Tabski integrates with third-party delivery providers. Tabski is not responsible for delivery performance, food quality, courier conduct, delivery times, or any claims, losses, or damages arising from third-party delivery services.

Users consent to SMS order updates and alerts. Carrier charges may apply. Merchant is responsible for ensuring that its end-customer SMS opt-in flows, marketing communications, and contact data practices comply with the Telephone Consumer Protection Act, CAN-SPAM, and any other applicable communications laws.

Tabski may use anonymized and aggregated operational data for reporting, analytics, benchmarking, and product improvements. Tabski may retain transaction-level data as required by card brand rules, applicable law, and Tabski’s internal records retention policies.

Users are responsible for uploaded content including images, menus, descriptions, and pricing. Merchant represents and warrants that it has all necessary rights, licenses, and permissions to use and display any content uploaded to the Services, and that no such content infringes any third-party intellectual property, publicity, or privacy right.

Venues are solely responsible for age verification, identification checks, dram shop compliance, alcohol licensing, and all federal, state, and local laws governing the sale, advertising, and service of alcoholic beverages. Tabski provides software tools only and does not assume any responsibility for alcohol compliance.

Venues may configure auto-gratuity policies. Merchant is solely responsible for disclosure of auto-gratuity to end customers in accordance with applicable state, local, and federal law.

Seasonal holds may be offered at Tabski discretion. Seasonal holds do not pause the earn-back of any Hardware Subsidy unless expressly agreed in writing.

Merchants may not promote competing ordering platforms on Tabski-built websites, mobile apps, QR landing pages, or other Tabski-managed digital properties without Tabski’s prior written approval.

All Tabski software, hardware design, documentation, trademarks, service marks, branding, trade dress, and related intellectual property remain the sole property of Tabski. Nothing in these Terms grants Merchant any right, title, or interest in Tabski intellectual property other than the limited license expressly granted in Section 2.

The Services and Hardware are provided “as is” and “as available”. To the maximum extent permitted by applicable law, Tabski disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, uninterrupted service, and freedom from defects or errors. Tabski does not warrant that the Services will meet Merchant’s requirements, operate without interruption, be free of errors or vulnerabilities, or produce any specific commercial result.

To the maximum extent permitted by applicable law:

Exclusion of Indirect Damages. Tabski shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including without limitation lost profits, lost revenue, lost data, business interruption, loss of goodwill, or cost of substitute services, even if Tabski has been advised of the possibility of such damages.

Cap on Direct Damages. Tabski’s total cumulative liability arising out of or related to these Terms, the Services, or the Hardware, regardless of the form of action, shall not exceed the total fees paid by Merchant to Tabski in the twelve (12) months immediately preceding the event giving rise to the claim.

Exclusions from Cap. The cap and exclusions in this Section do not apply to:

• Merchant’s payment obligations under these Terms, any order form, or any related agreement, including without limitation accelerated Hardware balances, unearned Hardware Subsidy, Software Early Termination Fees, subscription fees, processing fees, chargebacks, fines, interest, and collection costs;
• Merchant’s indemnification obligations under Section 18;
• Merchant’s breach of Section 2 (Required Active Payment Processing or No Third-Party Processing);
• Merchant’s breach of Section 15 (Intellectual Property); and
• Either party’s gross negligence, willful misconduct, or fraud.

By Merchant. Merchant shall defend, indemnify, and hold harmless Tabski, its affiliates, officers, directors, employees, agents, processing partners, and contractors (collectively, the “Tabski Indemnitees”) from and against any and all claims, demands, actions, losses, damages, liabilities, fines, penalties, settlements, judgments, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

• Merchant’s operation of its business, venue, food hall, restaurant, bar, kitchen, ghost kitchen, or other facility;
• Any product, food, beverage, alcohol, or service sold or provided by Merchant or by any tenant, vendor, concept, or operator at Merchant’s venue;
• Any claim by Merchant’s end customers, including without limitation product liability, food safety, allergen, foodborne illness, intoxication, slip and fall, or service quality claims;
• Any tenant, vendor, sublicensee, employee, contractor, or staffing dispute, including wage and hour claims, classification claims, tip pooling disputes, and labor compliance matters;
• Merchant’s violation of any applicable law, including without limitation alcohol, food safety, health, sanitation, ADA, TCPA, tax, employment, immigration, privacy, or data security laws;
• Merchant’s breach of any representation, warranty, or covenant in these Terms or any related order form;
• Any chargeback, dispute, or claim by an end customer arising from Merchant’s products or services; and
• Any content uploaded by Merchant that infringes any third-party intellectual property, publicity, or privacy right.

By Tabski. Tabski shall defend, indemnify, and hold harmless Merchant from and against third-party claims that the Tabski Services, as provided by Tabski and used by Merchant in accordance with these Terms, infringe a valid United States patent, copyright, or registered trademark. This obligation is Tabski’s sole and exclusive obligation, and Merchant’s sole and exclusive remedy, with respect to any claim of intellectual property infringement.

Procedure. The indemnified party shall (a) promptly notify the indemnifying party of any claim, (b) grant the indemnifying party sole control over the defense and settlement (provided that no settlement requiring an admission or payment by the indemnified party may be entered without that party’s consent), and (c) provide reasonable cooperation at the indemnifying party’s expense.

Tabski may suspend or terminate Services, in whole or in part, immediately and without prior notice, for breach, risk, fraud, non-payment after the cure period in Section 1, failure to activate, failure to process through Tabski, material diversion of payment volume, circumvention of Tabski’s payment processing relationships, insolvency, assignment for the benefit of creditors, or bankruptcy of Merchant.

Upon termination for any reason, all amounts owed to Tabski become immediately due and payable, including without limitation accelerated Hardware balances, unearned Hardware Subsidy, Software Early Termination Fees, unpaid subscription and processing fees, chargebacks, interest, and collection costs.

The following Sections shall survive termination or expiration of these Terms: Section 1 (Payment Processing, to the extent of unpaid amounts), Section 2 (POS & Hardware Services, including acceleration, return, and Software Early Termination Fee provisions), Section 3 (Personal Guarantee), Section 9 (Data Use), Section 15 (Intellectual Property), Section 16 (Disclaimer of Warranties), Section 17 (Limitation of Liability), Section 18 (Indemnification), Section 19 (Termination), this Section 20, Section 24 (Governing Law, Venue, Arbitration), Section 25 (Notices), Section 26 (Assignment), Section 27 (Force Majeure), Section 28 (Order of Precedence), and Section 29 (Entire Agreement; Severability).

Tabski uses commercially reasonable encryption, tokenization, and security standards consistent with industry practice and applicable PCI requirements.

Services are not intended for users under 13.

Tabski may update these Terms at any time by posting an updated version at tabski.com/terms-of-service or by providing notice to Merchant. Continued use of the Services after the effective date of an update constitutes acceptance of the updated Terms.

Governing Law. These Terms and any related order form, proposal, or agreement shall be governed by and construed in accordance with the laws of the State of Missouri, without regard to its conflict of laws rules.

Binding Arbitration. Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, or the Hardware shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration shall be St. Louis, Missouri. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.

Carve-Outs from Arbitration. Notwithstanding the foregoing, Tabski may bring an action in court for (a) collection of amounts owed by Merchant, including accelerated Hardware balances, unearned Hardware Subsidy, Software Early Termination Fees, and related amounts; (b) recovery of Hardware; (c) injunctive or equitable relief; and (d) enforcement of any personal guarantee.

Exclusive Venue. Any action permitted in court shall be brought exclusively in the state or federal courts located in St. Louis County, Missouri, and each party irrevocably consents to the personal jurisdiction and venue of such courts.

Jury Waiver. Each party irrevocably waives the right to a trial by jury in any action arising out of or relating to these Terms, the Services, or the Hardware.

Class Action Waiver. All disputes shall be brought solely in an individual capacity. No claim may be brought as a class, collective, or representative action.

Any notice required or permitted under these Terms shall be in writing and may be delivered by (a) email to the address on file for Merchant or to help@tabski.com for Tabski; (b) the Tabski reporting portal or in-app messaging; or (c) certified mail or nationally recognized overnight courier to the addresses on file. Notice is effective upon delivery in the case of email or in-app messaging, and upon receipt in the case of mail or courier. Merchant is responsible for keeping its email address and contact information current with Tabski.

Tabski may assign, transfer, or delegate these Terms, in whole or in part, to any affiliate, successor, acquirer, lender, factor, or financing party without Merchant’s consent. Merchant may not assign or transfer these Terms, any order form, or any related agreement, in whole or in part, by operation of law or otherwise, without Tabski’s prior written consent. Any attempted assignment in violation of this Section is void.

Neither party shall be liable for any failure or delay in performance caused by events beyond its reasonable control, including without limitation acts of God, natural disasters, pandemics, epidemics, governmental orders, war, terrorism, civil unrest, labor disputes, internet or telecommunications outages, third-party service failures, or supply chain disruptions. Merchant’s payment obligations are not excused by force majeure.

In the event of a conflict between these Terms and any order form, proposal, statement of work, addendum, or written agreement signed by both parties, the order of precedence shall be: (1) the executed order form or written agreement; (2) these Terms; and (3) any other Tabski document or policy. Specific subsidy values, payment terms, personal guarantee requirements, subscription terms, and other deal-specific provisions in an order form control over the general provisions of these Terms.

These Terms, together with any order form, proposal, addendum, or written agreement signed by both parties, constitute the entire agreement between Tabski and Merchant with respect to the subject matter and supersede all prior or contemporaneous oral or written agreements. If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be reformed to the minimum extent necessary to be enforceable while preserving the parties’ intent. No waiver of any provision shall be effective unless in writing signed by the waiving party. No waiver of any breach shall be deemed a waiver of any subsequent breach.

Tabski LLC
2315 Locust St. Ste 15
Saint Louis, Missouri 63103
help@tabski.com