Master Services Agreement & Terms of Service

1.Agreement & Acceptance

1.1 Binding agreement. This Master Services Agreement & Terms of Service (the "Agreement" or "Terms") is a binding contract between Cayenne Corp., 478 Albany Avenue, Suite 117, Brooklyn, New York 11203 ("Cayenne," "we," "us," or "our"), and the person or business that orders, purchases, subscribes to, accesses, or uses any Cayenne product or service ("Client," "you," or "your").

1.2 How you accept. You accept this Agreement, and are bound by it, by doing any of the following: (a) signing or electronically accepting a proposal, quote, Order, Statement of Work, or service agreement that refers to these Terms or to cayennecorp.com/terms; (b) paying any Cayenne invoice; (c) authorizing automatic payment; or (d) receiving, accessing, or using any Cayenne product or service. If you do not agree, do not order, access, or use our products or services.

1.3 Authority. The individual accepting this Agreement on behalf of a business represents that he or she is authorized to bind that business, and that the business, its owners, and its affiliates that receive Services are bound.

1.4 Business use. Cayenne's Services are offered for business, commercial, nonprofit, and institutional use. They are not offered as consumer services.

1.5 Existing agreements. These Terms apply to Orders accepted on or after the "Last updated" date and to an earlier Order only if that Order already incorporates cayennecorp.com/terms, is renewed or amended to incorporate these Terms, or Client expressly accepts this version. An earlier signed agreement otherwise remains governed by its existing terms for its current term. Posting a revised version by itself does not retroactively change an earlier agreement or create a new agreement to arbitrate.

2.Definitions

• "Order" means any proposal, quote, order form, service agreement, renewal, invoice, or electronic ticket accepted by Client that describes Services, Products, quantities, or fees.
• "SOW" or "Statement of Work" means an Order describing a project, installation, migration, or custom development with defined deliverables.
• "Services" means all services Cayenne provides, including managed IT, help-desk, POS support, Cayenne VoIP, networking, backup, cybersecurity, cloud, development, project, and onsite services.
• "Products" means hardware, software, licenses, subscriptions, and equipment that Cayenne sells, resells, leases, loans, or provisions to Client.
• "Third-Party Products" means Products manufactured, published, hosted, or operated by anyone other than Cayenne, including software publishers, cloud platforms, POS platforms, payment processors, carriers, and equipment manufacturers.
• "Upstream Providers" means the carriers, network operators, data centers, cloud platforms, software publishers, distributors, and vendors on which the Services depend.
• "Business Hours" has the meaning given in Section 5.
• "Rate Sheet" means Cayenne's then-current schedule of hourly rates, travel fees, and other standard charges, as stated in an Order or provided on request.
• "Client Data" means data, files, and content belonging to Client that is stored on or processed by systems Cayenne manages.

3.Order of Precedence

3.1 If documents conflict, they control in this order: (a) a signed Order or SOW, but only as to price, quantity, term, and scope of the Services it describes, and only where it expressly states it overrides these Terms; (b) the applicable service schedule in Part B; (c) Part A of these Terms. A Business Associate Agreement signed under Section 12.4 controls on matters it covers.

3.2 Terms in a Client purchase order, vendor-registration form, or other Client document that add to or conflict with this Agreement are rejected and have no effect, even if Cayenne signs or accepts that document, unless an authorized officer of Cayenne expressly agrees in writing to the specific conflicting term.

4.Services, Scope & Change Orders

4.1 Scope. Cayenne will provide the Services described in each Order. Anything not expressly listed in an Order is outside its scope and, if Cayenne agrees to perform it, is billable at Rate Sheet rates.

4.2 Change orders. Any change to the scope, specifications, schedule, or deliverables of an Order requires a written change order (email is sufficient) and may change fees and timelines.

4.3 Out-of-scope work. Cayenne may, in its sole discretion, perform out-of-scope or onsite work at Client's request. Client's request for that work (including by phone, email, text, or ticket) is Client's authorization to bill for it at Rate Sheet rates.

4.4 Personnel and subcontractors. Cayenne determines the methods, tools, and personnel used to perform the Services and may use qualified subcontractors and Upstream Providers. Cayenne remains responsible for Services it is obligated to perform under this Agreement.

4.5 Tools and agents. Client authorizes Cayenne to install, operate, and maintain remote-monitoring, management, security, backup, and support software on Client's systems, and to access those systems remotely, as reasonably needed to provide the Services.

5.Business Hours, Shabbat & Yom Tov, and Support

5.1 Business Hours. Unless an Order states otherwise, Business Hours are Monday through Thursday, 9:00 AM to 5:00 PM, and Friday, 9:00 AM to 2:00 PM, Eastern Time. Cayenne will give reasonable advance notice of planned schedule changes when practicable.

5.2 Shabbat and Jewish holidays. Cayenne's regular staff is closed on Shabbat and Jewish holidays (Yom Tov), and on other announced closure days. Automated systems may continue to run. Emergency coverage during those periods is available only when an Order expressly includes alternate or third-party coverage, and that Order controls its scope, response commitments, and fees. Otherwise, alerts and requests will be addressed after Cayenne reopens.

5.3 Requesting support. Support requests should be made through Cayenne's support email, phone line, or ticketing system. Requests are handled in the order received, prioritized by severity. Unless an Order includes a written service-level commitment, Cayenne does not guarantee any specific response or resolution time.

5.4 After-hours support. Support outside Business Hours is available only for eligible Clients and urgent issues under an Order that includes after-hours coverage, or when Cayenne separately accepts the request. The applicable Order or Rate Sheet states the scope and fees. No response or resolution time is guaranteed unless stated in a written service-level commitment.

6.Fees, Billing & Payment

6.1 Fees. Client will pay the fees stated in each Order and, for out-of-scope work, the Rate Sheet rates. Prices in Orders are stated net, before taxes. Any taxes, regulatory fees, and surcharges shown on a quote are estimates only.

6.2 Taxes and fees. Client is responsible for all applicable sales, use, excise, telecommunications, E911, Universal Service, and other taxes, fees, and surcharges imposed on the Products and Services, other than taxes on Cayenne's income. These are billed separately and may change as government rates change.

6.3 Recurring billing. Recurring fees are billed monthly in advance unless an Order states otherwise. Fees for a partial first month are prorated. Usage-based charges, overages, and out-of-scope work are billed in arrears.

6.4 Automatic payment. Recurring Services and continuing support require an active automatic-payment method by ACH debit or credit card under Part C. If an authorization is revoked, rejected, or removed, Client must restore an approved method before suspended support resumes. Card payments may carry a surcharge or convenience fee where permitted by law and disclosed. Where Cayenne agrees to accept payment by check, Cayenne may require payment quarterly in advance.

6.5 Due date. Invoices are due on receipt unless the invoice states a later due date.

6.6 Additions and true-ups. Devices, users, stations, locations, lines, licenses, and features added to Client's account are billed at the rates in the Order (or Cayenne's then-current rates if the Order is silent) from the date added. Additions are applied on a prorated basis in the next billing cycle.

6.7 Price adjustments. Cayenne may increase recurring fees by up to five percent (5%) per year, effective January 1 of each calendar year, except within the first six (6) months after a Service starts. Separately, if an Upstream Provider, publisher, distributor, or carrier increases its price to Cayenne, or a new tariff, tax, or regulatory charge applies, Cayenne may pass that increase through to Client on thirty (30) days' notice.

6.8 Late payment. Any amount not paid within five (5) days after its due date accrues a late charge of one and one-half percent (1.5%) per month, or the highest rate permitted by law if lower, until paid. Returned and rejected payments carry the fees stated in Part C.

6.9 Heter Iska. To the extent any late charge, interest, or other charge for delayed payment would otherwise raise a concern of ribbis under Jewish law, the parties intend the charge to be governed by Cayenne's executed Heter Iska identified by date or version in the applicable Order or supplied with it. Cayenne will provide a copy on request. This subsection does not substitute for an executed Heter Iska where one is required.

6.10 Suspension for non-payment or payment-method failure. If an undisputed amount is past due, or Client fails to maintain the automatic-payment method required by Section 6.4, Cayenne may suspend affected Services after at least three (3) days' written notice, subject to applicable law and Upstream Provider requirements. Cayenne will not intentionally disable E911 routing while leaving the related voice service otherwise active. Any suspension or disconnection of Cayenne VoIP will be handled as a suspension or disconnection of the voice service as a whole, with any notices required by law or the carrier. Fees may continue during suspension, and the separate re-enrollment/reactivation fee in Part C may apply.

6.11 Billing disputes. Client must notify Cayenne in writing of any disputed charge within thirty (30) days after the invoice date, stating the reason. Charges not disputed within that period are final and accepted. Client must pay all undisputed amounts on time.

6.12 Collection costs. Client will pay all costs Cayenne incurs to collect past-due amounts, including collection-agency fees, Beth Din and arbitration fees, court costs, and reasonable attorneys' fees.

6.13 Deposits and prepayment. Cayenne may require a deposit (typically fifty percent (50%)) or full prepayment before ordering Products or starting a project. Deposits become non-refundable once Products are ordered or work begins. Prepaid recurring fees are non-refundable except as stated in Section 7.4.

6.14 Credit. Cayenne may set or change credit limits and payment terms based on Client's payment history.

7.Term, Renewal & Termination

7.1 Term of this Agreement. This Agreement remains in effect as long as any Order is in effect or Client receives any Service, and afterward as to provisions that survive.

7.2 Service terms. Each Order states its term. If an Order states no term, the Service is month-to-month. A fixed-term Service (for example, one year or three years) begins on the date the Order is accepted or the Service is activated, whichever is earlier.

7.3 Automatic renewal.

• Fixed-term Services renew automatically for successive one-year terms unless either party gives written notice of non-renewal at least sixty (60) days before the end of the then-current term.
• Month-to-month Services renew automatically each month and continue until cancelled by written notice. Cancellation takes effect at the end of the billing cycle that follows forty-five (45) days after Cayenne receives the notice.
• Renewal reminder. For any agreement covered by New York General Obligations Law § 5-903, Cayenne will serve the required reminder personally or by certified mail not less than fifteen (15) nor more than thirty (30) days before the last day on which Client may give notice of non-renewal. Cayenne may also send an email copy for convenience. Other renewal notices will be delivered as required by applicable law.

7.4 Early termination by Client. If Client cancels a fixed-term Service before the end of its term (other than for Cayenne's uncured material breach under Section 7.6), all remaining fees for the rest of that term become immediately due as a lump sum, equal to the monthly recurring fee multiplied by the number of months remaining, less amounts already prepaid. The parties agree this amount reflects Cayenne's committed costs to Upstream Providers and lost bargain and is not a penalty.

7.5 Termination by Cayenne. Cayenne may terminate this Agreement or any Order: (a) for convenience, at any time on thirty (30) days' written notice, in which case Cayenne will refund any prepaid fees for the period after termination and no early-termination amount applies; or (b) immediately on written notice if Client fails to pay any amount when due, breaches this Agreement, becomes insolvent, engages in abusive or unlawful conduct toward Cayenne's personnel, or uses the Services unlawfully.

7.6 Termination by Client for cause. Client may terminate an Order on written notice if Cayenne materially breaches that Order and fails to cure the breach within thirty (30) days after receiving written notice describing it in reasonable detail.

7.7 Effect of termination. On termination or expiration: (a) all unpaid fees, including any early-termination amount, become immediately due; (b) Client's right to use Cayenne-provided licenses, subscriptions, portals, and tools ends; (c) Client will return any Cayenne-owned, leased, or loaned equipment within fifteen (15) days in good condition, or pay its replacement cost; and (d) Cayenne may remove its management, monitoring, security, and backup agents from Client's systems.

7.8 Credentials and transition. Once Client has paid all amounts due, Cayenne will provide Client with administrative credentials for Client-owned systems and accounts that Cayenne managed. On request, Cayenne will provide reasonable transition assistance to Client or its new provider at Rate Sheet rates, which Cayenne may require be prepaid.

7.9 Data after termination. Client is responsible for exporting data, reports, and records it needs before Services end. Unless an Order, applicable law, an Upstream Provider's fixed retention policy, a security need, or a legal hold requires otherwise, Cayenne will not intentionally delete Client Data held in Cayenne-provided systems solely because of termination or non-payment until at least thirty (30) days after Services end. Suspension does not by itself authorize immediate deletion. Data-retention, export, transition, or seasonal services may be available at then-current rates.

8.Client Responsibilities

8.1 Access and cooperation. Client will provide timely access to its premises, systems, accounts, decision-makers, and information that Cayenne reasonably needs. If access is denied or delayed, Cayenne is excused from any resulting failure or delay, and additional time may be billed.

8.2 Credentials. Client will provide administrative credentials Cayenne needs to perform the Services and is responsible for all activity under Client's own accounts and credentials. Client will notify Cayenne promptly of any suspected compromise.

8.3 Accurate information. Client will provide accurate, complete information (including service addresses, contact details, and E911 locations) and keep it current.

8.4 Changes by Client or others. If Client changes, or allows anyone other than Cayenne to change, maintain, or repair, systems Cayenne supports, Cayenne is not responsible for the consequences, and all labor to diagnose or correct them is billable.

8.5 Premature or unadvised changes. If Client requires an update, change, or configuration that Cayenne considers inappropriate, or requires an update to be applied before Cayenne deems it safe, Cayenne is not responsible for the consequences, and all labor related to those consequences is billable.

8.6 Declined recommendations. If Client declines or delays a recommendation by Cayenne (including hardware replacement, security controls, backup, multi-factor authentication, or upgrades of unsupported systems), Client accepts the risk of that decision, and Cayenne is not liable for any resulting loss.

8.7 Backups and insurance. Unless Client has purchased Cayenne's backup Services for a given system, Client is solely responsible for backing up its data. Client is responsible for maintaining its own business-interruption and cyber-liability insurance.

8.8 Legal compliance. Client is responsible for its own compliance with laws that apply to its business and its use of the Services, including privacy, data-security, and breach-notification laws (such as the New York SHIELD Act), HIPAA where applicable, payment-card rules, telemarketing and messaging laws, call-recording consent laws, and New York's requirement that employers notify employees of electronic monitoring.

8.9 Acceptable use. Client will not use the Services for any unlawful, fraudulent, or abusive purpose, to infringe anyone's rights, to send unsolicited bulk messages, or in a way that harms Cayenne, its Upstream Providers, or their networks.

8.10 Safe workplace. Client will provide a safe working environment for Cayenne personnel onsite and will disclose known hazards, including asbestos and other hazardous materials.

9.Hardware & Third-Party Products

9.1 Reseller status. Cayenne acts as a reseller, integrator, and service provider for Third-Party Products. Cayenne does not manufacture them and has no control over their design, manufacture, performance, or availability.

9.2 Pass-through warranties. All warranties on Third-Party Products are provided solely by their manufacturer or publisher and pass through to Client to the extent permitted. Cayenne makes no warranty of its own on Third-Party Products and takes no responsibility for their reliability or repair, except as expressly stated in an Order. Warranty service is subject to the manufacturer's process, and Cayenne's labor to coordinate warranty claims, return merchandise authorizations (RMAs), and replacements is billable unless covered by an Order.

9.3 Title and risk of loss. Risk of loss passes to Client on delivery to Client's site or to the carrier, whichever is earlier. Title passes to Client on payment in full.

9.4 Security interest. Until paid in full, Client grants Cayenne a purchase-money security interest in all Products sold to Client, and authorizes Cayenne to file financing statements to perfect it.

9.5 Quotes and availability. Hardware quotes are valid for fifteen (15) days. Product pricing and availability are subject to change by distributors and manufacturers, including because of tariffs and supply conditions, until the Products are ordered. Delivery dates are estimates.

9.6 Returns. Products may be returned only with Cayenne's prior written approval, within fourteen (14) days after delivery, unopened and unused in original packaging with all accessories, and only if the distributor or manufacturer accepts the return. Approved returns carry a restocking fee of twenty-five percent (25%) plus any distributor fees and shipping. Special-order, configured, installed, or opened Products, software, licenses, subscriptions, cabling, and consumables are non-returnable. Defective-on-arrival Products are handled through the manufacturer's RMA process.

9.7 Hardware not purchased from Cayenne. Cayenne may decline to support hardware or software not purchased from Cayenne if Cayenne deems it below the standard needed for its task, unsupported by its manufacturer, or out of warranty.

9.8 Out-of-warranty and end-of-life equipment. Support for equipment that is out of warranty or past the manufacturer's end-of-life or end-of-support date is best effort. Any additional monthly premium or special rate applies only if stated in an Order or accepted by Client after written notice. Once Cayenne recommends replacement, Cayenne is not responsible for a failure caused by Client's continued use of unsupported equipment.

9.9 Cayenne-provided equipment. Equipment Cayenne provides as part of a Service (rather than sells) remains the property of Cayenne or its Upstream Provider, must not be modified, moved, or tampered with, and must be returned under Section 7.7.

10.Software Licenses & Subscriptions

10.1 Publisher terms. Software, cloud, and subscription Products (including Microsoft 365, Google Workspace, security, backup, and POS platforms) are subject to their publishers' license and customer agreements, which Client agrees to accept and follow. Cayenne may be required to pass those terms to Client, and Client's acceptance of this Agreement includes acceptance of them.

10.2 Commitment terms. Many subscriptions are purchased on monthly, annual, or multi-year commitments imposed by the publisher. Client is responsible for the full commitment term of each subscription it orders. Seat counts generally may be reduced only at renewal, as the publisher's rules allow, and Client remains liable for committed seats even if the related Service with Cayenne ends.

10.3 Publisher changes. Publishers may change, discontinue, or reprice their products and features at any time. Cayenne is not responsible for those changes and may pass through price increases under Section 6.7.

10.4 Licensing compliance. Client is responsible for ensuring it holds sufficient licenses for software it uses, including software it installs or asks Cayenne to install.

11.Confidentiality

11.1 Each party will keep confidential all non-public information it receives from the other that is marked or reasonably understood to be confidential ("Confidential Information"). Cayenne's Confidential Information includes its pricing, proposals, Orders, methods, tools, scripts, and documentation.

11.2 Each party will: (a) use the other's Confidential Information only to perform or receive the Services; (b) disclose it only to employees, contractors, and advisors who need to know it and are bound by confidentiality obligations; (c) protect it with at least reasonable care; and (d) notify the other promptly of any unauthorized use or disclosure.

11.3 These obligations do not apply to information that: (a) was already known to the recipient; (b) is or becomes public through no fault of the recipient; (c) is independently developed; (d) is received from a third party without restriction; or (e) is released by written consent. A party may disclose Confidential Information when required by law, subpoena, or a tribunal under Section 19, after giving the other party prompt notice where lawful.

11.4 These obligations continue for five (5) years after the Agreement ends. Obligations concerning trade secrets, credentials, personal information, and information that applicable law requires to remain protected continue for as long as the information remains confidential or the law requires.

12.Client Data, Privacy & HIPAA

12.1 Ownership. As between the parties, Client owns Client Data. Client grants Cayenne and its Upstream Providers the right to access, host, copy, transmit, and process Client Data as needed to provide the Services.

12.2 Safeguards. Cayenne will maintain commercially reasonable administrative, technical, and physical safeguards for Client Data in its possession. Cayenne may use Upstream Providers to process Client Data and will require appropriate data-protection commitments where applicable. Client Data may be stored or processed in the United States or elsewhere as disclosed by the applicable provider or Order.

12.3 Responsibilities and incident notice. Client is responsible for the content, accuracy, and legality of Client Data and for obtaining required consents. If Cayenne discovers a security breach involving Client Data in Cayenne's custody or maintained for Client, Cayenne will notify Client without unreasonable delay and within the time required by applicable law, provide reasonably available information, and cooperate with Client's response. Client is responsible for notices to its users, customers, regulators, or others unless applicable law assigns that duty to Cayenne.

12.4 HIPAA. If Client is a covered entity or business associate under HIPAA and Cayenne will create, receive, maintain, or transmit protected health information for Client, the parties will sign Cayenne's Business Associate Agreement before Cayenne is given access to that information. Client will not give Cayenne access to protected health information before a Business Associate Agreement is in place.

12.5 Aggregated data. Cayenne may use technical and usage data about the Services that does not identify Client or its users to operate, secure, and improve its Services.

12.6 Website privacy and uploads. Cayenne's separate Privacy Policy governs personal information collected through its public website, forms, analytics, chat, statement-upload tools, customer portal, and online shop. Client will use only an upload method Cayenne designates for sensitive documents and will not send payment-card numbers, passwords, health information, or other restricted data unless Cayenne expressly authorizes that data and method.

13.Intellectual Property

13.1 Cayenne materials. Cayenne retains all rights in its tools, scripts, templates, configurations, documentation, methods, know-how, and pre-existing materials, and in any general-purpose improvements developed while performing the Services ("Cayenne Materials").

13.2 Deliverables. Unless an SOW expressly provides for assignment, on payment in full Cayenne grants Client a non-exclusive, perpetual license to use deliverables created specifically for Client, including embedded Cayenne Materials, for Client's internal business purposes. Client may allow its affiliates and contractors to use them solely for those purposes and may transfer the license with a merger, reorganization, or sale of substantially all assets, subject to written notice. Client owns its data, content, branding, and business rules. If an SOW provides for assignment, it takes effect on payment in full and excludes Cayenne Materials, third-party components, and general know-how, which remain licensed under this Section.

13.3 Client materials. Client retains all rights in materials it provides and represents that it has the right to provide them for Cayenne's use.

13.4 Feedback. Cayenne may freely use suggestions and feedback Client provides about the Services.

14.Disclaimer of Warranties

14.1 Workmanship. Cayenne will perform the Services in a professional and workmanlike manner consistent with generally accepted industry practices. Client's sole remedy for breach of this commitment is for Cayenne to re-perform the non-conforming Service, provided Client notifies Cayenne in writing within thirty (30) days after the Service is performed.

15.Limitation of Liability

15.3 Service interruptions. Where a Service is unavailable because of Cayenne's failure, Client's sole remedy is a credit of the monthly fee for that Service, prorated for the period of the failure, subject to the cap in Section 15.2.

15.4 Exclusions from availability. Cayenne is not responsible for failures or degradation caused by: (a) Client's equipment, network, or resources that interfere with the Service; (b) changes to Client's network or systems not communicated to Cayenne; (c) loss of power or internet connectivity at Client's site for any reason; (d) Client's actions or inactions contrary to Cayenne's recommendations; or (e) Upstream Providers or events described in Section 17.

15.5 Basis of the bargain. Client agrees these limitations are an essential part of the bargain, that Cayenne's fees reflect them, and that they apply even if a limited remedy fails of its essential purpose. They do not limit Client's payment obligations or its obligations under Section 16.

15.6 Required exceptions. Nothing in this Agreement excludes or limits liability for gross negligence, willful misconduct, fraud, or any liability that applicable law does not permit the parties to exclude or limit. Any other exception must be stated in an Order.

16.Indemnification

16.1 Client will defend, indemnify, and hold harmless Cayenne, its owners, officers, employees, contractors, and Upstream Providers from all claims, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

1. Client's use, misuse, or inability to use the Services, Products, or networks, or any use by Client's employees, users, or customers;
2. any failure, delay, misrouting, or inaccurate location of an emergency (E911) call, including from Client's failure to register or update locations;
3. payment processing, card transactions, chargebacks, fraud, settlement delays, PCI non-compliance, or errors in prices, taxes, or gratuities on Client's POS systems;
4. data loss, network intrusion, ransomware, wire or payment fraud, or other security incidents on Client's systems, except to the extent caused by Cayenne's willful misconduct;
5. Client Data, Client materials, or specifications Client provides or directs, including claims that they infringe anyone's rights;
6. Client's outbound calls, texts, faxes, or messages, call recording, and compliance with telemarketing, messaging, privacy, and employee-monitoring laws;
7. claims by any Upstream Provider or carrier arising from Client's actions or inactions; and
8. Client's breach of this Agreement or violation of law.

16.2 Cayenne will give Client prompt notice of a claim, and Client will not settle any claim that imposes an obligation on Cayenne without Cayenne's written consent. Cayenne may participate with counsel of its choice.

17.Upstream Providers & Force Majeure

17.1 Upstream dependence. Client acknowledges that the Services depend on independent Upstream Providers that Cayenne does not own or control, including telecommunications carriers, mobile network operators, internet providers, data centers, cloud platforms, payment processors, and software publishers.

17.2 Upstream failures. CAYENNE IS NOT LIABLE FOR ANY OUTAGE, INTERRUPTION, DROPPED CALL, PACKET LOSS, LATENCY, THROTTLING, DATA LOSS, SOFTWARE DEFECT, PRICE CHANGE, DISCONTINUATION, OR OTHER FAILURE CAUSED BY AN UPSTREAM PROVIDER. Cayenne will use reasonable efforts to report and escalate Upstream Provider issues affecting Client.

17.3 Force majeure. Cayenne is not liable for any failure or delay caused by events beyond its reasonable control, including acts of God, fire, flood, storms and weather, earthquakes, epidemics, war, terrorism, riots, strikes, labor or supply shortages, government action, tariffs, power failures, internet or telecommunications failures, cyberattacks on Upstream Providers, and the failure or closure of a financial institution.

18.Non-Solicitation

18.1 During the term of any Order and for twelve (12) months afterward, Client will not, directly or through others, solicit for employment or engage any Cayenne employee or contractor who performed Services for Client, without Cayenne's written consent. General job postings not directed at Cayenne personnel are not solicitation.

18.2 If Client breaches Section 18.1, Client will pay Cayenne a placement fee equal to fifty percent (50%) of that person's annualized compensation at Cayenne, which the parties agree is a reasonable estimate of Cayenne's recruiting, training, and transition costs and not a penalty.

19.Dispute Resolution & Arbitration

19.1 Covered disputes. This Section applies to any dispute, claim, or controversy between Client and Cayenne (including their owners, officers, employees, and agents) arising out of or relating to this Agreement, any Order, the Services, the Products, any invoice, or the parties' relationship, whether based on contract, tort, statute, or any other theory, and including disputes about the existence, scope, validity, or enforceability of this Section (a "Dispute").

19.2 Informal resolution. Before starting arbitration, the party raising a Dispute will send the other a written notice describing it and the relief sought, and the parties will try in good faith to resolve it for fifteen (15) days. This step does not apply to collection of undisputed amounts past due.

19.3 Tier 1 — Beth Din arbitration. Every Dispute not resolved informally shall be resolved exclusively by final and binding arbitration before a recognized Beth Din mutually agreed upon in writing by the parties within thirty (30) days after either party's written demand for arbitration. If the parties do not so agree within that period, the Dispute shall be arbitrated before the Beth Din of America under its Rules and Procedures then in effect. In either case:

1. Each party will sign the Beth Din's customary arbitration agreement (shtar berurin) and any other documents the Beth Din requires. A party's refusal or failure to sign is a breach of this Agreement and does not relieve it of the obligation to arbitrate, and the other party may compel arbitration in any court of competent jurisdiction.
2. The Beth Din may decide the Dispute according to Jewish law (halacha), accepted commercial custom (minhag hasocharim), and the terms of this Agreement, which the parties intend to be enforced as written. The Beth Din may issue a compromise ruling (p'shara krova l'din) if it deems appropriate.
3. Hearings will take place in Brooklyn or elsewhere in the New York City area unless the Beth Din directs otherwise.
4. If a party fails to appear or participate after proper notice, the Beth Din may proceed and issue an award in that party's absence to the extent its rules permit.

19.4 Client election of AAA. Any Client may elect to have a Dispute resolved under Section 19.5 instead of Section 19.3 by written notice delivered within thirty (30) days after Client serves or receives a written demand for arbitration. The election does not depend on anyone's religion, identity, ownership, or personal status. If Client does not make a timely election, Section 19.3 applies.

19.5 Tier 2 — AAA arbitration. A Dispute shall be resolved by final and binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (including its Expedited Procedures where they apply), before a single arbitrator, seated in Kings County, New York, if: (a) Client makes a timely election under Section 19.4; (b) the Beth Din designated under Section 19.3 declines, fails to accept, or is unable to hear the Dispute, or does not convene a hearing within sixty (60) days after the Dispute is submitted to it, for reasons not caused by the party seeking to proceed under this Section; or (c) the Beth Din issues written authorization permitting the parties to proceed in another forum. The arbitrator shall apply the terms of this Agreement and New York law.

19.6 Tier 3 — Court. Only if neither Beth Din nor AAA arbitration is available for a Dispute, or a court of competent jurisdiction finally determines that the agreement to arbitrate is unenforceable as to a particular claim, shall that claim be brought, exclusively, in the state courts located in Kings County, New York, or the United States District Court for the Eastern District of New York. Each party consents to the personal jurisdiction of those courts and waives any objection based on venue or inconvenient forum.

19.7 Awards are final. Any award under Section 19.3 or 19.5 is final and binding. Judgment on the award may be entered, and the award confirmed and enforced, in any court of competent jurisdiction under Article 75 of the New York Civil Practice Law and Rules and the Federal Arbitration Act.

19.8 Court assistance. Nothing in this Section prevents a party from applying to a court to compel arbitration, to confirm, vacate, or enforce an award, or for provisional relief in aid of arbitration (such as an order for the return of Cayenne equipment or the protection of Confidential Information), provided that while a Dispute is before a Beth Din, a party will first obtain that Beth Din's authorization where Jewish law requires it.

19.11 Time limit. To the extent permitted by law, either party must commence a Dispute within two (2) years after the claim accrues. This period does not shorten a limitations period that applicable law does not permit the parties to shorten.

19.12 Costs and fees. The parties will share the Beth Din's or AAA's administrative fees and the arbitrators' compensation equally, unless the tribunal allocates them otherwise. The tribunal may award reasonable attorneys' fees and costs to the prevailing party. Section 6.12 (collection costs) applies in addition.

19.13 Binding under Jewish and civil law. The parties intend this Agreement to be binding under both Jewish law and the laws of the State of New York. Each party's acceptance of this Agreement (whether by signature, electronic acceptance, payment, or use of the Services) is made with the full intent to be bound and is effective as a kinyan, including by way of situmta under accepted commercial custom. All obligations in this Agreement, including Sections 6.8, 7.4, 15, and 18.2, are undertaken with complete resolve (b'lo asmachta) and not as a mere form of documents (d'lo k'tofsei d'shtara).

19.14 Governing arbitration law; survival. This Section is governed by the Federal Arbitration Act and, to the extent not inconsistent, Article 75 of the New York Civil Practice Law and Rules. If any part of this Section is found unenforceable, the rest remains in effect. This Section survives termination of this Agreement.

20.Governing Law

20.1 Subject to Section 19.3(b), this Agreement and all Disputes are governed by the laws of the State of New York and applicable federal law, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20.2 These Terms apply to Services and Products provided to Client in any state or location.

21.Changes to These Terms

21.1 Cayenne may update these Terms prospectively by posting a dated version at cayennecorp.com/terms. Cayenne will give at least thirty (30) days' written notice of a material change unless a shorter period is reasonably required by law, regulation, an urgent security need, or an Upstream Provider.

21.2 During a fixed Order term, a posted change will not materially alter that Order's scope, fixed pricing, liability allocation, data rights, or dispute-resolution terms without Client's express written acceptance. Subject to that limit, a revision applies on the stated effective date to new Orders, renewals, month-to-month Services after notice, and Orders that expressly incorporate future versions. Fee changes remain governed by Section 6.7.

21.3 Except as provided in this Section, this Agreement and any Order may be modified only in a writing, including email, agreed to by both parties. A change to Section 19 never applies to a Dispute already pending.

22.General Provisions

22.1 Notices. Notices must be in writing. For all purposes of this Agreement, including notice requirements, email constitutes a writing. Notices to Client may be sent to the email address in Cayenne's records for Client's primary contact or billing contact. Notices to Cayenne must be sent to support@cayennecorp.com or to Cayenne's address above. Client is responsible for keeping its contact information current.

22.2 Assignment. Client may not assign, transfer, or subcontract this Agreement or any Order without Cayenne's prior written consent; any attempt to do so is void. A merger, sale of a controlling interest, or sale of substantially all of Client's assets or of the business location served is an assignment. Unless Cayenne agrees otherwise in writing, Client remains liable for all obligations under this Agreement after any such transfer. Cayenne may assign this Agreement to an affiliate or a successor to its business.

22.3 Independent contractor. Cayenne is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship.

22.4 No third-party beneficiaries. This Agreement benefits only the parties and their permitted successors and assigns, except that Cayenne's Upstream Providers and personnel may rely on Sections 14 through 17.

22.5 Severability. If any provision is held invalid or unenforceable, it will be enforced to the maximum extent permitted, and the remaining provisions remain in full force.

22.6 No waiver. A party's failure or delay in enforcing any provision is not a waiver of it.

22.7 Survival. Provisions that by their nature should survive termination survive, including Sections 6, 7.4, 7.7 through 7.9, and 9.4, and Sections 11 through 22.

22.8 Entire agreement. This Agreement, together with all Orders, SOWs, and any Business Associate Agreement, is the entire agreement between the parties on its subject matter and supersedes all prior proposals, representations, and understandings, oral or written, subject to Section 1.5.

22.9 Electronic signatures and records. Orders and this Agreement may be accepted electronically and in counterparts. Electronic signatures, click-acceptance, and electronic records are as binding as originals.

22.10 Headings and interpretation. Headings and summaries are for convenience only and do not affect interpretation. "Including" means "including without limitation." This Agreement will not be construed against either party as its drafter.

22.11 Acknowledgment. Client acknowledges that it has read this Agreement, had the opportunity to consult counsel of its choice, and accepts it of its own free will.

B1.Managed IT Services

B1.1 Included services. Managed IT Services cover the devices, users, and locations listed in the Order and may include, as stated in the Order: remote help-desk support during Business Hours; remote monitoring, management, and alerting; automated operating-system patching; centrally managed endpoint protection; intrusion detection and response tools; password management; and security-awareness training and phishing simulation.

B1.2 Help-desk scope. Remote help-desk support includes, for covered devices: patch management; user account creation and maintenance; driver installation; diagnosis of network connectivity; operating-system error diagnosis; printer mapping, drivers, and connectivity; malware removal and containment; individual software installation; changes to multiple machines that can be performed as a single task (such as group policy, scripted deployments, or profile updates); and file-permission and group-policy troubleshooting.

B1.3 Exclusions. The applicable Order lists included and excluded work. Onsite support, after-hours support, re-imaging, hardware repair, new-device setup, moves, relocations, and larger projects may be separately billed. A time threshold, device-count limit, or project cutoff applies only when stated in the Order or accepted Rate Sheet. Cayenne will obtain Client's authorization before beginning separately billable project work, except for urgent work Client has pre-authorized.

B1.4 Supported systems. Support covers operating systems currently supported by their publishers (for example, Microsoft Windows versions that have not reached end of support, and macOS versions currently supported by Apple). Apple hardware repair is not supported. Systems past end of support are subject to Section 9.8.

B1.5 Device counts. Fees are based on the number of devices, users, or servers under management. Devices added to Cayenne's management tools are billed under Section 6.6 from the date added.

B1.6 Onboarding. A setup fee, determined after a site survey or assessment, may apply. Cayenne is not responsible for pre-existing issues, undocumented configurations, or unlicensed software found during onboarding; remediating them is billable.

B2.Point of Sale (POS) Systems & Support

B2.1 Included services. POS support covers the locations and stations in the Order and may include phone and remote support, software maintenance, menu changes, endpoint protection, database backup, and related services. The Order states any quantity, frequency, time, or menu-change limits and the rates for work beyond them.

B2.2 Stations and support usage. Each location includes only the stations and support allowance stated in the Order. Additional stations, users, locations, or support usage are billed at the Order's or accepted Rate Sheet's rates.

B2.3 Network not included. Support for Client's network, internet, Wi-Fi, and non-POS devices is not included in POS support unless the Order includes it.

B2.4 Menu, pricing, and tax settings. Client is solely responsible for verifying all menu items, prices, modifiers, discounts, tax rates, service charges, gratuity, tip, and surcharge settings, and their legal compliance, before and after any change. Cayenne is not responsible for pricing, tax, or gratuity errors on the POS system.

B2.5 Not a payment processor. Cayenne is not a bank, payment processor, merchant acquirer, or money transmitter. Card processing, tokenization, settlement, funding, interchange, chargebacks, and PCI-DSS compliance are governed by Client's agreement with its processor. CAYENNE HAS NO LIABILITY FOR PROCESSOR OUTAGES, OFFLINE OR STORE-AND-FORWARD TRANSACTIONS, DECLINED OR DUPLICATE TRANSACTIONS, HELD OR FROZEN FUNDS, SETTLEMENT OR BATCH ERRORS, CHARGEBACKS, FRAUD, OR PCI FINES AND PENALTIES.

B2.6 POS platforms and integrations. POS software, online ordering, reservations, gift card, loyalty, kitchen display, and third-party delivery integrations are Third-Party Products. Their features, availability, and pricing are set by their providers and may change.

B2.7 Data. If fees are not paid or POS Services are cancelled, POS data may be deleted under Section 7.9. Seasonal businesses may retain their data during the off-season at Cayenne's then-current seasonal rate.

B3.Cayenne VoIP & Business Communications

B3.1 E911 responsibilities. Cayenne will configure the contracted VoIP system's available direct-911 dialing, notification, and dispatchable-location features as stated in the Order and required for Cayenne's role under applicable law. Client must provide and keep current the accurate physical location, including floor, suite, or room where needed, of every phone, softphone, and device; notify Cayenne before moving a device; and inform users of VoIP 911 limitations. Client may not disable or alter required emergency-calling settings.

B3.2 Power and internet. Cayenne VoIP requires working power and internet service, which are Client's responsibility. Service quality depends on Client's network and internet connection.

B3.3 Unsupported uses. VoIP service may not reliably support fax machines, alarm and fire panels, elevator phones, medical alert devices, analog modems, or dial-up card terminals. Client should keep a separate line for any life-safety device.

B3.4 Fair use. "Unlimited" plans are for normal business calling by the users in the Order. Autodialing, call-center, resale, continuous connections, and other abnormal usage are not permitted, and Cayenne may limit, re-rate, or suspend service for excessive or abnormal usage.

B3.5 Toll fraud and security. Client is responsible for securing its devices, voicemail, and user credentials, and for all charges, including international and premium-rate charges, resulting from use of its service, whether or not authorized by Client. Cayenne may block high-risk destinations and suspend service to stop suspected fraud.

B3.6 Calling, recording, and messaging compliance. Client is responsible for compliance with all laws governing its calls and messages, including call-recording consent laws, the Telephone Consumer Protection Act, Do-Not-Call rules, caller-ID rules, and business-texting registration (such as 10DLC). Text messaging may require registration and approval by carriers, and delivery of messages is not guaranteed.

B3.7 Phone numbers and porting. Cayenne will not unreasonably delay a valid request to port Client's numbers to another provider. Porting does not relieve Client of fees owed, including any early-termination amount under Section 7.4. Numbers not ported out before service ends may be released and permanently lost. Port-in timing depends on the losing carrier.

B3.8 Regulatory fees. Telecommunications taxes, E911 fees, Universal Service contributions, and regulatory recovery fees are billed in addition to service fees under Section 6.2.

B3.9 Carriers. Cayenne VoIP is provided using the networks and facilities of third-party carriers, which are Upstream Providers. Client has no contractual relationship with, and is not a third-party beneficiary of any agreement with, those carriers.

B4.Networking, Wi-Fi & Cellular Failover

B4.1 Right to use. Managed networking Products include devices and the cloud-management services that operate them. Subject to payment of all applicable fees, Client may use them on the network for which they were provisioned. Many managed devices require an active, paid subscription to function or be managed; if the subscription ends, the device may stop working and Cayenne has no further obligation to maintain it.

B4.2 Registration and management. Devices must be registered in, and managed through, Cayenne's management portal. Client will provide accurate registration information. Network and usage data in the portal is retained only for a limited period, and may be deleted after thirty (30) days.

B4.3 Client responsibilities. Client is responsible for a full-time primary internet service, power and power backup, physical security of devices, and the physical, administrative, and technical controls it manages. Cayenne is not responsible for losses resulting from access to Client's network through credentials Client controls or shares.

B4.4 Cellular failover. 4G/5G/LTE failover is provided only as a secondary backup during a documented outage of Client's primary internet service, and for limited testing. It may not be used: as a primary connection; in a manner that results in excessive bandwidth use or harms Cayenne or the wireless carrier; for public or third-party access; with unauthorized equipment; in areas requiring continuous roaming; for remote medical monitoring; or for any fraudulent purpose. Wireless service may not be resold. Data usage above the plan's allowance is billable.

B4.5 No cellular performance guarantee. Cellular speed, latency, and availability depend on coverage, tower proximity, building materials, weather, congestion, and carrier management. Cayenne does not guarantee uptime or speed on cellular connections.

B4.6 Wireless carriers. CLIENT HAS NO CONTRACTUAL RELATIONSHIP WITH THE UNDERLYING WIRELESS CARRIER AND IS NOT A THIRD-PARTY BENEFICIARY OF ANY AGREEMENT BETWEEN CAYENNE OR ITS SUPPLIERS AND THE CARRIER. THE CARRIER HAS NO LIABILITY OF ANY KIND TO CLIENT, AND CLIENT WAIVES ALL CLAIMS AGAINST IT. If Cayenne or its supplier must indemnify a carrier because of Client's actions or inactions, Client will indemnify Cayenne in turn.

B4.7 Subscription terms. Networking subscriptions begin on activation (or sixty (60) days after shipment, if earlier) and are subject to the term, renewal, and early-termination provisions of Section 7.

B5.Backup & Disaster Recovery

B5.1 Service. Backup and disaster recovery Services may include, as stated in the Order: an on-site backup appliance that stores local backups and can act as a standby server; encrypted replication to off-site data centers; restoration of files, folders, email, databases, and systems; recovery from off-site data if the site is lost; and monitoring and management of the backup system. Cloud-to-cloud backup for applications such as Microsoft 365 or Google Workspace is available where stated in the Order.

B5.2 Encryption and passphrases. Backup data is encrypted in transit and at rest. If an encryption passphrase is lost, the backup data cannot be recovered by anyone, including Cayenne. Client is responsible for safeguarding any passphrase it holds.

B5.3 Frequency and retention. Backup frequency and retention follow the Order or Cayenne's standard policy. Off-site replication depends on data size, rate of change, and Client's internet bandwidth, and may lag behind local backups.

B5.4 No guarantee of recovery. Backups may fail, be incomplete, or become corrupted. Cayenne will monitor and respond to backup alerts during Business Hours, but does not guarantee that any data or system can be restored or the time needed to restore it. Client should periodically confirm with Cayenne that critical data is being backed up and should request test restores. Systems, data, and applications not listed in the Order are not covered.

B5.5 Appliances. While recurring fees are current, a backup appliance provided under the Service is covered under the applicable vendor warranty program, including firmware and software updates. Appliances must not be modified in any way (including adding software, memory, or drives), or warranty and management coverage is void. Appliances provided as part of the Service remain the property of Cayenne or its vendor and are subject to Section 9.9.

B5.6 Disaster recovery. In a disaster requiring replacement appliances or full-site recovery, disaster recovery fees, freight, and any onsite work are billable at the rates in the Order or the Rate Sheet, in addition to recurring fees.

B6.Cybersecurity Services

B6.1 Risk reduction, not elimination. Security tools and Services (including endpoint protection, threat detection, email security, DNS filtering, firewalls, multi-factor authentication, data-loss prevention, and training) reduce risk but cannot prevent every attack. Cayenne is not an insurer and does not guarantee that Client's systems will be free from malware, ransomware, intrusion, phishing, business email compromise, or fraud.

B6.2 Security incidents. Subject to Section 15, Cayenne is not liable merely because a security incident occurs. This provision does not excuse liability to the extent caused by Cayenne's gross negligence, willful misconduct, or a duty that applicable law does not permit the parties to waive.

B6.3 Payment verification. Client is solely responsible for verifying any request to send money or change payment instructions by a method independent of the request (such as a call to a known phone number).

B6.4 Incident response. Investigation, containment, remediation, and recovery after a security incident are outside standard scope and billable at Rate Sheet rates, unless an Order includes them. Decisions about notifying authorities, insurers, regulators, or affected individuals, and about any ransom payment, are Client's alone. Cayenne may work with Client's insurer and its designated responders.

B6.5 Human-layer security. Where included in the Order, Cayenne provides recurring security-awareness education, phishing simulations, and follow-up coaching to help users recognize and report threats. Client authorizes the scans, assessments, and simulations described in the Order and is responsible for employee notices and workplace policies. These measures reduce risk but do not eliminate it.

B7.Cloud, Email & Migrations

B7.1 Cloud platforms. Email, collaboration, file storage, and hosting platforms are Third-Party Products governed by Section 10. Their availability and data protection are the responsibility of the platform provider. Built-in retention features of these platforms are not a backup.

B7.2 Migrations. Migrations between platforms or tenants are performed under an Order or SOW. Before a migration, Client is responsible for confirming that its data is backed up (or purchasing backup from Cayenne). Some data, settings, permissions, and metadata may not transfer between platforms. Cayenne is not liable for data that cannot be migrated or for disruption during the migration window, and post-migration user support beyond the SOW is billable.

B7.3 Domains and DNS. Client should keep its domain names registered in its own name. Changes to domains, DNS, and email routing made at Client's request, or by others, are Client's responsibility.

B8.Custom Development, Apps & Integrations

B8.1 SOW. Custom software, apps, scripts, automations, reports, API integrations, and database work are performed under an SOW. Features not described in the SOW are change orders under Section 4.2.

B8.2 Acceptance. A deliverable is accepted on the earliest of: Client's written acceptance; Client's use of it in its live business operations; or ten (10) business days after delivery, unless Client sends a written description of a specific, reproducible failure to meet the SOW within that period. Cayenne will correct reproducible, material non-conformities with the SOW reported within thirty (30) days after acceptance at no charge. All other changes and support are billable.

B8.3 Third-party platforms. Deliverables built on or connected to third-party platforms, low-code tools, or APIs depend on those platforms. Cayenne is not responsible for changes, outages, price increases, or discontinuation by those platforms, and work to adapt deliverables to platform changes is billable. Platform subscription and hosting costs are Client's responsibility.

B8.4 Client's data and decisions. Client is responsible for the accuracy of data and business rules it supplies, for validating outputs before relying on them, and for the business decisions it makes using any deliverable.

B8.5 Ownership. Rights in deliverables are governed by Section 13.

B9.Projects, Installation & Cabling

B9.1 Site survey and quote. Project pricing is based on a site survey and the conditions known at the time of the quote. Quotes are valid for fifteen (15) days.

B9.2 Deposits. Projects may require a deposit under Section 6.13, with the balance due on completion or as stated in the SOW.

B9.3 Site conditions. Concealed or unforeseen conditions (including inaccessible walls or ceilings, masonry, plaster, existing wiring problems, lack of conduit or pathways, or hazardous materials) may require a change order. Cayenne will stop work on encountering suspected hazardous materials.

B9.4 Permissions and permits. Unless the SOW states otherwise, Client is responsible for landlord and building approvals, access, electrical work, and permits.

B9.5 Incidental work. Cabling and installation may require drilling, fishing wire, and mounting equipment. Patching, painting, and finish carpentry are not included unless stated in the SOW, and Cayenne is not responsible for cosmetic effects reasonably incidental to the work.

B9.6 Completion. A project is complete when the work in the SOW is performed. Client's use of installed systems in its business is acceptance of the project.

B10.Onsite & Out-of-Scope Work

B10.1 Rates. Onsite visits and out-of-scope work, remote or onsite, are billed at the Rate Sheet's Business Hours or after-hours rates, as applicable, unless an Order states otherwise. Rate Sheet rates may change on notice.

B10.2 Minimums and increments. Onsite visits are subject to the minimum charge stated in the Rate Sheet (two (2) hours unless stated otherwise). Time is billed in the increments stated in the Rate Sheet.

B10.3 Travel. Travel time to and from Client's site is billed at fifty percent (50%) of the applicable hourly rate. Travel fees for locations outside Cayenne's local service area, and parking and tolls, are billed as stated in the Rate Sheet. Visits more than twenty-five (25) miles from Cayenne's office may incur additional travel expenses.

B10.4 Scheduling and cancellations. Onsite visits are scheduled subject to technician availability. Visits cancelled by Client with less than twenty-four (24) hours' notice, or where the technician cannot gain access on arrival, may be billed at the minimum charge plus travel.

B10.5 Emergencies. Emergency and after-hours availability is not guaranteed and is subject to Section 5.2.

B11.AI & AI-Assisted Services

B11.1 Scope. AI consulting, workflow automation, custom assistants, data-loss prevention for AI tools, assessments, and AI-assisted development are provided only as stated in an Order or SOW.

B11.2 Human review. AI systems can produce incomplete, inaccurate, biased, or outdated output. Client will use qualified human review before relying on output for legal, medical, financial, employment, safety, compliance, or other material decisions. Cayenne does not provide professional legal, accounting, medical, or investment advice.

B11.3 Data and approved tools. Client will not submit confidential, regulated, personal, or third-party data to an AI system unless the Order authorizes the tool and use. Third-party model and platform terms apply. Cayenne will configure agreed access, retention, and DLP controls where included, but cannot guarantee that an AI provider will not change its service or terms.

B11.4 Testing and change. Client is responsible for acceptance testing, monitoring, and authorizing production use. Model behavior and integrations may change, and work needed to adapt to third-party changes may be separately billable.

B12.Payment Processing & Equipment Programs

B12.1 Referral and selection. Cayenne may introduce Client to one or more independent payment-processing, acquiring, financing, leasing, or equipment partners and may receive compensation. Cayenne is not the bank, processor, acquirer, or lender. Client's separate partner agreement controls underwriting, rates, funding, chargebacks, reserves, PCI obligations, and approval.

B12.2 Rates and deposits. Any statement about competitive rates, savings, or same-day deposits is subject to underwriting, network and bank cutoffs, weekends and holidays, account type, transaction mix, and the partner's final approval. Cayenne does not guarantee approval, a rate, savings, funding time, or continuous processing availability.

B12.3 Equipment promotions. Equipment described as "free," "included," "no upfront cost," or similar is a conditional promotion, not an unconditional gift. Eligibility may require approved processing, a minimum volume, a fixed commitment such as three (3) years, continued use, and payment of taxes, shipping, software, support, installation, early-termination, or other disclosed charges. The signed Order and partner documents will state ownership, total obligations, return duties, and the consequences of early termination.

B13.Statement Review & Savings Estimates

B13.1 Authority and secure upload. A person uploading one or more processing statements represents that the person is authorized by the merchant and will use only Cayenne's designated secure upload method. Full payment-card numbers, passwords, and unrelated personal information must be removed.

B13.2 Estimate only. A calculator or AI-assisted review may extract fees and estimate potential savings from one to three statements. Results are preliminary estimates based on the data supplied, assumptions, and available partner pricing. They are not a quote, guarantee, approval, or promise of savings. Client must verify extracted figures, and final terms require human review, underwriting, and signed partner documents.

B13.3 Retention. Cayenne will handle uploaded statements under its Privacy Policy and applicable law and will retain them only as long as reasonably needed for the requested review, sales follow-up, recordkeeping, security, or legal obligations.

B14.Knowledge Base, Videos & Customer Submissions

B14.1 General information. Public articles, videos, templates, and knowledge-base material are general educational information and may not fit a Client's systems. Portal-only content may be limited to authorized users and covered Services.

B14.2 Submissions. A person submitting text, images, video, documents, comments, or other content represents that the person has permission to submit it and grants Cayenne a non-exclusive, worldwide, royalty-free license to review, edit, reproduce, and publish approved content for the requested purpose. The submitter must not include confidential, infringing, unlawful, regulated, or malicious material.

B14.3 Moderation and accounts. Cayenne may approve, reject, edit, unpublish, or remove submissions in its discretion. Portal users must protect their accounts and promptly report suspected unauthorized access.

B15.Online Shop & Merchandise

B15.1 Orders. A website order is an offer to buy. Cayenne may accept, reject, limit, or cancel it, including for pricing errors, suspected fraud, or lack of inventory. Payment authorization does not by itself mean acceptance.

B15.2 Price, tax, and delivery. Prices exclude tax, shipping, and handling unless stated otherwise. Delivery dates are estimates, and risk of loss passes as stated in Section 9.3.

B15.3 Returns and warranty. The product page or Order states any return window. Otherwise Section 9.6 applies. Manufacturer warranties, if any, are passed through under Section 9.2.

C1.Automatic Payment Authorization

C1.1 Authorization. By submitting an ACH or card authorization to Cayenne, Client authorizes Cayenne to initiate debit entries to the bank account, or charges to the card, that Client provides, for all amounts due under this Agreement, including recurring fees, usage and overage charges, out-of-scope work, Products, taxes, fees, and any other goods or services that Client or its affiliates purchase from Cayenne under any present or future Order.

C1.2 Timing. Payments are drawn on the date stated in the authorization or Order (for recurring Services, typically before the start of the billing period). If that day falls on a weekend or bank holiday, the payment will be drawn on the next business day.

C1.3 Account holder. Client represents that the person signing the authorization is the owner or an authorized signer of the account, and that the account can receive ACH debits.

C1.4 Returned payments and re-enrollment. A dishonored check or returned payment carries a twenty-dollar ($20.00) processing fee, or the lower maximum permitted by applicable law. If a failed, revoked, or removed payment method causes Client to be removed from automatic payment or causes support or another Service to be suspended, Client must restore an approved automatic-payment method before support resumes. Cayenne may charge a separate fifty-dollar ($50.00) administrative re-enrollment/reactivation fee for the work of re-establishing automatic payment and restoring suspended account access. The $50.00 fee is not charged merely because a check or payment is dishonored and does not replace or increase the $20.00 returned-payment fee. Cayenne may re-present a returned payment as permitted by law.

C1.5 Revocation. The authorization remains in effect until Cayenne receives written notice of revocation at least seven (7) business days before the next scheduled payment, in a manner that gives Cayenne and the financial institution a reasonable opportunity to act on it. Revoking the authorization does not cancel any Service or relieve Client of any amount due; Client must provide a replacement payment method acceptable to Cayenne.

C1.6 Verification. Cayenne may require a voided check or bank letter to verify account details, and may require identification of the authorizing signer.