1. Definitions
As used in this Agreement, the following terms have the meanings set forth below:
“Agent” means the sales agent, independent sales organisation, or representative of record who submits the Merchant application and is identified on the signature page.
“Effective Date” means the date on which Paybotx countersigns this Agreement or activates the Merchant account, whichever occurs first.
“Equipment” means the BOTX POS Starter Bundle described in Section 3, together with any accessories, peripherals, components, and replacements provided by Paybotx.
“Merchant” means the business and/or individual identified on the signature page that receives the Equipment and payment processing services.
“Services” means the payment processing, software, and related services provided by Paybotx.
“Term” has the meaning set forth in Section 5.
2. Promotion Overview and Eligibility
Paybotx offers qualifying new Merchants the opportunity to receive one (1) BOTX POS Bundle at no upfront hardware cost, subject to the eligibility requirements and terms set forth in this Agreement. This Promotion is available only for new merchant accounts.
For purposes of this Agreement, a “new merchant account” means a new, unique Merchant that has not previously processed payments with Paybotx. A new merchant account does not include a rewrite, account conversion, change of ownership, reactivation, or any existing business that has previously processed with Paybotx under the same or a related business, ownership, location, or merchant relationship.
The Promotion applies only to approved Merchants who meet the required processing qualifications and who agree to maintain active payment processing Services with Paybotx for the full Term.
To qualify, the Merchant must demonstrate a minimum monthly processing volume of $10,000 per month based on current processing activity. Eligibility shall be verified by reviewing the Merchant’s most recent processing statements prior to onboarding. The Agent and Merchant are jointly responsible for ensuring the Merchant meets this requirement before the application is submitted.
The Promotion is limited to one (1) free BOTX POS Starter Bundle per Merchant location. If a Merchant has multiple qualifying locations, each separate location may be eligible for one (1) free BOTX POS Starter Bundle, subject to Paybotx approval and all eligibility requirements under this Agreement. No location may receive more than one (1) free BOTX POS Starter Bundle under this Promotion.
Paybotx reserves the right, in its sole discretion, to approve or deny any application and to deny or revoke the Promotion if the Merchant does not meet the stated volume requirement at the time of onboarding or does not qualify as a new merchant account. While there is no ongoing monthly volume clawback, the Merchant and Agent each represent that the processing volume and new merchant account information stated in the application are accurate and complete. Any misrepresentation, omission, or inaccuracy regarding processing volume, merchant history, ownership, location, or eligibility constitutes a material breach of this Agreement and may result in account review, denial or revocation of the Promotion, immediate suspension or termination of Services, and the remedies described in Sections 6 and 10.
3. Starter Bundle Contents
Qualifying Merchants will receive the following Equipment at no upfront hardware cost:
One (1) BOTX POS system (merchant only facing display)
One (1) BOTX printer, which may be used for payment receipts and/or order receipts
One (1) Dejavoo P12 with cradle
One (1) cash drawer
The Equipment has an approximate aggregate retail replacement value of $900.00, excluding applicable shipping costs. The Equipment is provided as a placement for the Merchant’s use during the Term only.
Title and Ownership. Legal and equitable title to and ownership of the Equipment remains with Paybotx at all times. The Merchant acquires no ownership interest in the Equipment and shall not sell, lease, sublease, pledge, encumber, relocate (other than within the Merchant’s business premises), or transfer the Equipment without Paybotx’s prior written consent. To the extent any interest in the Equipment is deemed to have transferred to the Merchant, the Merchant hereby grants Paybotx a purchase-money security interest in the Equipment, and authorizes Paybotx to file any financing statements (including UCC-1 filings) necessary to perfect that interest.
Risk of Loss; Condition; Disclaimer. From the time of delivery until the Equipment is returned to and received by Paybotx, the Merchant bears all risk of loss, theft, damage, or destruction of the Equipment, regardless of cause. THE EQUIPMENT IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAYBOTX DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. Manufacturer warranties, if any, are passed through to the Merchant to the extent transferable.
4. Software Fees and Charges
Participation in the Promotion does not waive any monthly software fees. The Merchant remains responsible for the applicable monthly software subscription fee based on the selected plan, plus any applicable taxes, surcharges, and add-on fees. Current pricing is as follows:
Plan / Add-On
Monthly Fee
Standard Plan
$69.00
Pro Plan
$79.00
Additional POS (per device)
$19.00
Additional Tablet / Handheld POS (per device)
$19.00
Kiosk (per device)
$39.00
Chain Management (per additional location; first location included)
$30.00
All plans include unlimited users. The user interface supports English and Vietnamese; the Kitchen Display System (KDS) supports most languages. Optional add-ons, including KDS displays and self-ordering kiosks, are available at additional cost.
Authorization to Charge. The Merchant authorizes Paybotx and its processing partners to initiate electronic debit (ACH) and/or charge entries to the Merchant’s designated bank account or settlement account on file (the “Account on File”) for amounts due under this Agreement, including monthly software fees, add-on fees, taxes, the Early Termination Fee, Equipment replacement charges, and any other fees or charges expressly authorized under this Agreement. This authorization remains in effect until all obligations under this Agreement are satisfied in full. The Merchant shall maintain sufficient funds in the Account on File to cover all amounts due.
Unpaid Amounts and Collection Costs. If any amount due under this Agreement is not paid when due, Paybotx may suspend or terminate access to the Services and may pursue collection of the unpaid amount. The Merchant and, where applicable, the Agent shall reimburse Paybotx for reasonable costs of collection, including attorneys’ fees and court or arbitration costs, to the extent permitted by applicable law.
Changes to Fees. Paybotx may modify software and add-on fees upon at least thirty (30) days’ written notice, which may be provided electronically, to the Merchant and/or Agent. Continued use of the Services after the effective date of any change constitutes acceptance of the revised fees.
5. Contract Term
This Agreement commences on the Effective Date and continues for an initial term of one (1) year (the “Term”). Upon expiration of the initial Term, this Agreement does not automatically renew, and the Merchant may elect to continue Services under Paybotx’s then-current terms.
To cancel Services, the Merchant must provide Paybotx with at least thirty (30) days’ prior written notice. Providing notice of cancellation does not waive the Early Termination Fee if cancellation or closure occurs before the end of the Term. Paybotx may suspend or terminate Services immediately, without liability, upon the Merchant’s breach of this Agreement, suspected fraud, excessive chargebacks, non-payment, or as required by Paybotx’s sponsoring bank, card networks, or applicable law.
6. Early Termination Fee (Liquidated Damages)
If the Merchant account is cancelled or closed for any reason prior to the end of the Term, an Early Termination Fee of $500.00 (the “Early Termination Fee”) shall be immediately due and payable. The Parties acknowledge and agree that the actual damages Paybotx would suffer from early termination — including lost processing revenue, unrecovered onboarding and equipment-placement costs, and administrative expense — are difficult to ascertain with precision as of the Effective Date, and that the Early Termination Fee represents a reasonable, good-faith estimate of those damages and is intended as liquidated damages and not as a penalty.
The Early Termination Fee applies regardless of the reason for cancellation or closure, including, without limitation:
Voluntary cancellation by the Merchant;
Account closure initiated by Paybotx due to non-compliance, fraud, excessive chargebacks, non-payment, or other breach; and
Cancellation requested by the Agent on behalf of the Merchant.
The Early Termination Fee will be charged to the Account on File pursuant to Section 4. If Paybotx is unable to collect the Early Termination Fee from the Merchant for any reason, the Agent of record shall be liable for the Early Termination Fee, jointly and severally with the Merchant, and shall pay it within ten (10) days of written demand. The Early Termination Fee is in addition to, and not in lieu of, any unpaid fees and any Equipment charges under Section 7.
7. Equipment Return Policy
7.1 Return Requirement
Upon cancellation or closure of the Merchant account for any reason, the Merchant shall return all Equipment to Paybotx within ten (10) calendar days of the cancellation or closure date.
7.2 Condition of Returned Equipment
All Equipment must be returned complete and in reasonably good working condition. Ordinary wear and tear is accepted. Equipment that is damaged beyond reasonable use, missing components, or non-functional may be assessed repair or replacement costs, as reasonably determined by Paybotx, which the Merchant authorizes Paybotx to charge to the Account on File.
7.3 Return Shipping
Paybotx will cover the cost of return shipping. Return instructions and a prepaid shipping label will be provided to the Merchant after cancellation or closure.
7.4 Failure to Return — Merchant Liability
If the Equipment is not returned within ten (10) calendar days of cancellation or closure, the Merchant shall be liable for the full retail replacement value of the unreturned Equipment, currently approximately $900.00, plus applicable shipping costs. The Merchant authorizes Paybotx to charge this amount to the Account on File.
7.5 Failure to Return — Agent Liability
If Paybotx is unable to collect the Equipment replacement value from the Merchant for any reason, the Agent of record shall be liable, jointly and severally with the Merchant, for the full retail replacement value of $900.00, plus applicable shipping costs, payable within ten (10) days of written demand.
8. Representations and Warranties
Each of the Merchant and the Agent represents and warrants that: (a) it has full authority to enter into this Agreement and the person signing is duly authorized to bind the applicable Party; (b) all information provided to Paybotx, including processing statements and stated processing volume, is true, accurate, and complete; (c) it will comply with all applicable laws, regulations, and card network rules in connection with the Services and use of the Equipment; and (d) this Agreement constitutes a valid and binding obligation enforceable against it.
9. Agent Responsibilities and Independent Status
The Agent submitting a Merchant application under this Promotion is responsible for:
Verifying that the Merchant meets the minimum $10,000 monthly processing volume requirement prior to submitting the application;
Using current processing statements to support eligibility;
Ensuring the Merchant understands and agrees to the terms of this Promotion, including the Term, software fees, Early Termination Fee, and Equipment return obligations;
Ensuring all required signatures are obtained before the equipment is deployed.
If the Merchant fails to pay any amount due, fails to pay the Early Termination Fee, or fails to return the Equipment, and Paybotx is unable to collect from the Merchant, the Agent of record shall be liable to Paybotx for such amounts, jointly and severally with the Merchant, as provided in Sections 6 and 7. The Agent is an independent contractor; nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the Agent and Paybotx for any other purpose. The Agent must sign this Agreement to acknowledge and accept these responsibilities.
10. Default and Remedies
Each of the following constitutes an event of default: (a) failure to pay any amount when due; (b) breach of any representation, warranty, or covenant in this Agreement; (c) misrepresentation of processing volume or other application information; (d) fraud, excessive chargebacks, or violation of card network rules; or (e) failure to return the Equipment as required. Upon any event of default, Paybotx may, in addition to all other rights and remedies available at law or in equity and without waiving any of them: suspend or terminate the Services; declare all amounts immediately due and payable; assess the Early Termination Fee and Equipment charges; debit the Account on File; repossess the Equipment; and pursue collection. All remedies are cumulative.
11. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, PAYBOTX SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE EQUIPMENT, OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL PAYBOTX’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL SOFTWARE FEES PAID BY THE MERCHANT TO PAYBOTX DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. The foregoing limitations apply regardless of the form of action and are a fundamental basis of the bargain between the Parties.
12. Indemnification
The Merchant and the Agent shall, jointly and severally, indemnify, defend, and hold harmless Paybotx and its affiliates, and their respective officers, directors, employees, and agents, from and against any and all claims, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) the Merchant’s or Agent’s breach of this Agreement; (b) any misrepresentation of processing volume or other information; (c) the Merchant’s use of the Equipment or Services; or (d) the Merchant’s or Agent’s violation of applicable law or card network rules.
13. Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-law principles. Subject to Section 14, the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in California for any matter not subject to arbitration.
14. Dispute Resolution; Arbitration; Class Action and Jury Waiver
The Parties shall first attempt to resolve any dispute arising out of or relating to this Agreement in good faith through direct negotiation. If the dispute is not resolved within thirty (30) days, it shall be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, conducted in California before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.
Class Action Waiver. All disputes shall be arbitrated on an individual basis only. The Parties waive any right to bring or participate in any class, collective, consolidated, or representative action.
Jury Trial Waiver. To the extent any matter proceeds in court, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY.
Equitable Relief. Notwithstanding the foregoing, either Party may seek injunctive or other equitable relief in court to protect its intellectual property, confidential information, or the Equipment.
15. General Provisions
This Agreement is the entire agreement between the Parties regarding the Promotion and supersedes all prior or contemporaneous understandings. Paybotx may assign this Agreement without consent; the Merchant and Agent may not assign it without Paybotx’s prior written consent. If any provision is found unenforceable, the remaining provisions shall remain in effect. No waiver is effective unless in writing. Notices may be sent electronically to the email address on file or by other recognized delivery method. The Parties agree that electronic signatures and records are valid and enforceable.
Paybotx is not liable for delays or failures caused by events beyond its reasonable control. Any payment obligations, liability provisions, ownership rights, disclaimers, remedies, and other provisions that by their nature should survive shall survive expiration or termination of this Agreement.
Section headings are for convenience only and do not affect interpretation.
16. Acknowledgement and Signature
This Agreement must be signed by the Merchant and/or the Agent of record prior to deployment of any BOTX POS Starter Bundle Equipment. Equipment will not be deployed or shipped until a signed Agreement is received and approved by Paybotx. If the Merchant signs, the Merchant assumes full responsibility for all obligations herein. If the Agent signs on behalf of the Merchant, the Agent assumes full responsibility for all obligations herein, including the Early Termination Fee and Equipment return or replacement obligations, jointly and severally with the Merchant. If neither Party provides a valid signature, Equipment will not be deployed, and the Promotion will not be activated.