v.2026.2
tendypos.com/legal/msa-v2026-2 • legal@tendypos.com
This Master Subscription Agreement (this “Agreement”) is entered into between Tendy Inc., a corporation incorporated under the laws of Ontario, Canada, with its principal office at 379 Adelaide St W, Main Floor, Toronto, ON M5V 1S5 (“Tendy”), and the merchant (“Merchant”) identified in the Order Form that incorporates this Agreement by reference.
This Agreement is a master terms document and does not require separate execution by Tendy or Merchant. Merchant’s execution of an Order Form that incorporates this Agreement by reference constitutes Merchant’s acceptance of, and agreement to be bound by, all terms and conditions of this Agreement. The then-current version of this Agreement is available at tendypos.com/legal/msa-v2026-2. Merchant is encouraged to review this Agreement before signing any Order Form. In the event of any conflict between this Agreement and an Order Form, the terms of the Order Form shall prevail to the extent of the inconsistency.
In this Agreement, the following terms have the meanings set out below:
“Agreement” means this Master Subscription Agreement, together with all Order Forms, Expansion Order Forms, the Acceptable Use Policy, Infringement Policy, Privacy Policy, and Data Processing Agreement (DPA), each as amended from time to time in accordance with Section 18.1. The Acceptable Use Policy is available at tendypos.com/legal/acceptable-use, the Infringement Policy at tendypos.com/legal/infringement, and the Privacy Policy at tendypos.com/legal/privacy.
“Co-Term Date” means the next scheduled renewal date of the parent Order Form, to which any added locations under an Expansion Order Form are aligned, as further described in Section 4.4.
“Confidential Information” means any information disclosed by one party (the “Disclosing Party”) to the other (the “Receiving Party”) that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including without limitation pricing, product roadmaps, source code, customer data, and the terms of this Agreement.
“Current Term” means the Initial Term or the then-current Renewal Term, as applicable.
“Data Processing Agreement (DPA)” means Tendy’s standard data processing agreement governing the processing of Personal Data, located at tendypos.com/legal/dpa-v2026-2, as updated from time to time.
“Early Termination Fee” means the fee calculated in accordance with Section 6.5.
“Effective Date” means the date on which Merchant executes the Order Form incorporating this Agreement.
“Expansion Order Form” means each ordering document executed by both parties to add locations or services to an existing Order Form, as described in Section 4.4.
“Fees” means all amounts payable by Merchant under this Agreement and any Order Form or Expansion Order Form, including without limitation set-up fees, hardware fees, licence fees, and any taxes thereon.
“Hardware” means any point-of-sale equipment and supplies purchased by Merchant from Tendy, as specified in an Order Form.
“Initial Term” means the subscription period identified in the Order Form commencing on the Subscription Start Date.
“Merchant Content” means photos, images, graphics, written content, audio, files, materials, information, or any other data that Merchant or its Users input into the Products.
“Order Form” means each ordering document executed by Merchant that identifies the Products subscribed to, Fees, number of locations, and the Initial Term, and that incorporates this Agreement by reference.
“Personal Data” means any information relating to an identified or identifiable natural person that Merchant processes through the Products.
“Products” means Tendy’s software platform(s), applications, and related services to which Merchant has subscribed, as described in an Order Form, including any updates or upgrades provided by Tendy during the Term.
“Renewal Term” means each successive period of renewal following the Initial Term, as described in Section 3.2.
“Subscription Start Date” means the commencement date of the Initial Term as identified in the Order Form.
“Term” means collectively, the Initial Term and all Renewal Terms.
“Users” means Merchant’s employees, contractors, and agents who are authorised by Merchant to access and use the Products on Merchant’s behalf.
Subject to the terms of this Agreement and timely payment of all Fees, Tendy grants Merchant a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the Term to access and use, and to permit its Users to access and use, the Products solely for Merchant’s internal business purposes.
Merchant shall not, and shall ensure its Users do not:
(a) reverse engineer, decompile, disassemble, or attempt to derive source code, algorithms, or trade secrets from the Products;
(b) sell, resell, sublicence, assign, transfer, or grant access to the Products to any third party;
(c) use the Products for timesharing, service bureau, or hosting purposes, or otherwise make the Products available to third parties for their benefit;
(d) modify, create derivative works of, or incorporate the Products into other software without Tendy’s prior written consent;
(e) use the Products to build a substantially similar or competitive product or service, or for the purpose of obtaining unauthorised access to the Products;
(f) remove, alter, or obscure any proprietary notices, branding, or copyright notices within the Products;
(g) distribute malware, viruses, or any other harmful code via or into the Products;
(h) use the Products in any manner that disrupts or impairs a third party’s use of the Products; or
(i) use the output generated by the Products for any purpose other than Merchant’s internal business operations as contemplated by this Agreement.
Merchant is responsible for all activity that occurs under its Tendy account, whether taken by Merchant, its Users, or any third party. Merchant shall maintain the security of all account credentials (including passwords and payment method details) and promptly notify Tendy of any unauthorised access or suspected security breach. Tendy is not liable for any loss or damage arising from Merchant’s failure to maintain adequate account security.
All rights not expressly granted to Merchant in this Agreement are reserved by Tendy. Tendy and its licensors retain all right, title, and interest in and to the Products, including all intellectual property rights therein and in all modifications, enhancements, extensions, and derivative works of the Products.
The Initial Term commences on the Subscription Start Date and continues for the duration identified in the Order Form. If Merchant uses the Products to process taxable transactions before the Subscription Start Date specified in the Order Form, the Subscription Start Date will be deemed amended to such earlier date.
Upon expiry of the Initial Term, this Agreement will automatically renew for successive periods equal to the Initial Term (each a “Renewal Term”) unless either party delivers written notice of non-renewal to the other party at least sixty (60) days before the end of the then-current Term. Trial subscriptions do not automatically renew and expire at the end of the trial period.
Fees applicable during a Renewal Term will be Tendy’s then-current pricing unless otherwise agreed in writing. Any discounts granted during the Initial Term do not carry over to a Renewal Term unless expressly confirmed in writing by Tendy. Tendy shall provide at least sixty (60) days’ prior written notice of any Fee increase before it takes effect in a Renewal Term.
By executing an Order Form, Merchant is unconditionally obligated to pay all Fees specified in the Order Form and this Agreement for the full duration of the Current Term, regardless of actual usage. All Fees are invoiced and payable in accordance with the timing and currency set out in the Order Form, or as otherwise agreed in writing.
Merchant authorises Tendy to charge Fees to the payment method specified in the Order Form. Merchant shall take all reasonable steps requested by Tendy to implement any automated payment process. Where invoiced monthly in arrears, payment is due within fifteen (15) days of the invoice date.
Any amounts not paid by the due date will accrue interest at a rate of one and a half percent (1.5%) per month (18% per annum) from the due date until the date of payment, compounding monthly. The assessment of late fees does not limit Tendy’s right to suspend or terminate Merchant’s access to the Products.
When Merchant adds locations under an Expansion Order Form, those locations will co-term with the next scheduled renewal date of the parent Order Form (the “Co-Term Date”), regardless of when the Expansion Order Form is executed. Fees for added locations will be pro-rated from the Expansion Order Form execution date to the Co-Term Date, after which all locations will renew together on the same date and at the same cadence as the parent Order Form. The Co-Term Date will be identified in each Expansion Order Form at the time of signing. This structure ensures that Merchant has a single renewal date across all locations, simplifying billing and renewal management for both parties.
All Fees are exclusive of applicable taxes. Merchant is responsible for all sales, use, goods and services, harmonised sales, value-added, and similar taxes imposed by any governmental authority in connection with this Agreement. Tendy will add applicable taxes to invoices as required by law.
Except as expressly provided in this Agreement or required by applicable law, all Fees paid by Merchant are non-refundable, including Fees paid for periods during which Merchant’s access was suspended in accordance with this Agreement.
Merchant must notify Tendy in writing of any good-faith dispute regarding an invoice within fifteen (15) days of receipt. Undisputed amounts remain due and payable. The parties shall work in good faith to resolve any disputed amounts within thirty (30) days of Tendy’s receipt of the dispute notice.
Where Merchant purchases Hardware, Merchant shall pay the purchase price, shipping and handling fees, duties, brokerage fees, and any applicable taxes set out in the Order Form. Hardware is subject to availability. Tendy may fulfil a Hardware order by substituting an equivalent product with substantially the same functionality. All Hardware sales are final.
Merchant must verify that Hardware shipments are accurate and complete within five (5) business days of receipt. Failure to notify Tendy of any discrepancy within this period will void Tendy’s obligations under the Hardware warranty in Section 5.3.
Tendy warrants that new Hardware will be free from defects in workmanship and materials for thirty (30) days from the date of shipment (the “Warranty Period”). This warranty is non-transferable. During the Warranty Period, Tendy may, at its sole discretion, repair or replace the defective Hardware at no charge, or, if repair or replacement is not feasible, refund the net purchase price paid by Merchant for the affected Hardware. Hardware must be returned in its original packaging with all components. Return shipping is at Merchant’s expense; a restocking fee may apply.
The Limited Hardware Warranty does not apply to: (a) normal wear and tear; (b) damage caused by misuse, moisture, accident, abuse, neglect, or misapplication; (c) Hardware opened, tampered with, or repaired by a party not authorised by Tendy; (d) cosmetic damage; or (e) use of Hardware with products or services not provided or licensed by Tendy.
REPAIR OR REPLACEMENT IS THE EXCLUSIVE REMEDY FOR DEFECTIVE HARDWARE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TENDY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.
Either party may terminate this Agreement upon written notice specifying the nature of the other party’s material breach in reasonable detail. If the breach is not cured within thirty (30) days of such notice, the Agreement will automatically terminate at the end of that cure period.
Notwithstanding Section 6.1, Tendy may terminate this Agreement immediately and without prior notice if Merchant violates any of the licence restrictions set out in Section 2.2.
Tendy may suspend Merchant’s access to the Products immediately and without notice if Tendy, in its reasonable discretion, believes: (a) suspension is required by applicable law; (b) there is a material security or privacy risk; (c) Merchant is infringing or violating the rights of any third party; (d) Merchant has failed to pay any amount due; or (e) Merchant is in material breach of any provision of this Agreement. Merchant’s payment obligations continue uninterrupted during any suspension period.
Upon termination: (a) Merchant shall immediately cease all use of the Products; (b) all licences terminate; (c) Tendy may deactivate Merchant’s account and delete Merchant Content, subject to the data export right in Section 7.3; and (d) all accrued payment obligations remain due and payable. Sections 1, 2.4, 4, 6, 7, 8, 9, 10, 11, 13, 14, 15, and 17 survive termination.
Unless the Order Form expressly provides otherwise, if this Agreement is terminated (a) by Merchant prior to the end of the Current Term for any reason other than Tendy’s uncured material breach, or (b) by Tendy for Merchant’s material breach, Merchant shall pay an Early Termination Fee equal to the sum of:
(i) any unpaid non-recurring Fees as of the effective date of termination;
(ii) all recurring Fees that would have become payable for the remainder of the Current Term; and
(iii) the difference between the undiscounted list price and any discounted price received by Merchant on Hardware or software during the Current Term.
Merchant authorises Tendy to collect the Early Termination Fee using the payment method on file. The parties acknowledge this fee is a genuine and reasonable pre-estimate of Tendy’s losses and is not a penalty.
Merchant retains all right, title, and interest in and to Merchant Content. Merchant grants Tendy a worldwide, royalty-free, non-exclusive licence to use, copy, and display Merchant Content solely to the extent necessary to provide, operate, and improve the Products during the Term.
Merchant grants Tendy a perpetual, worldwide, irrevocable, royalty-free licence to use de-identified, anonymised, and aggregated data derived from Merchant Content for the purposes of improving the Products, developing new features, benchmarking, and training machine learning or AI models. Tendy will not use Merchant Content in a form that personally identifies Merchant or Merchant’s customers for these purposes without Merchant’s separate written consent. This licence survives termination.
Upon termination, Tendy will maintain Merchant Content for sixty (60) days (the “Retention Period”), during which Merchant may export its data in CSV or JSON format. Following the Retention Period, Tendy may permanently delete all Merchant Content without further notice or liability. Merchant is responsible for exporting its data before the Retention Period expires.
The Products provide Merchant with tools to independently back up Merchant Content. Merchant is responsible for performing regular backups. Tendy also performs periodic backups as an operational matter and will assist Merchant in recovering content to the extent commercially feasible. Tendy is not liable for any loss or corruption of Merchant Content.
Merchant is solely responsible for ensuring its collection, use, and processing of Personal Data through the Products complies with all applicable privacy laws, including Quebec’s Act Respecting the Protection of Personal Information in the Private Sector (Law 25), PIPEDA, and where applicable, the GDPR. Tendy will process Personal Data in accordance with its Privacy Policy and the DPA, which is incorporated herein by reference.
If Merchant imports contact lists into the Products for electronic communications (including email or SMS), Merchant warrants that each recipient has validly opted in to receive such communications and that all communications comply with applicable anti-spam laws, including Canada’s Anti-Spam Legislation (CASL).
Tendy targets monthly uptime availability of 99.9% for the core POS and eCommerce Products, excluding scheduled maintenance windows and circumstances beyond Tendy’s reasonable control.
Tendy will provide the following minimum support response standards:
Tendy’s repeated, documented failure to meet the P1 response standard on three (3) or more separate occasions within any rolling sixty (60) day period shall constitute a material breach, entitling Merchant to initiate termination under Section 6.1, subject to the thirty (30) day cure period.
Tendy may perform scheduled and unscheduled maintenance and may remotely patch or upgrade the Products, which may result in temporary service degradation. Tendy may, at any time and in its sole discretion, add to, modify, or discontinue any component of the Products, including where required by applicable law, for security reasons, or as required by third-party suppliers. Tendy is not liable for any loss or damage arising from Product changes made in accordance with this Agreement.
Each party shall: (a) hold the other’s Confidential Information in strict confidence using no less than reasonable care; (b) not disclose Confidential Information to any third party without prior written consent; and (c) use Confidential Information solely to fulfil obligations under this Agreement. Disclosure is permitted on a need-to-know basis to employees, officers, directors, legal and financial advisors, and contractors bound by equivalent confidentiality obligations.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the Receiving Party; (b) was known to the Receiving Party at the time of disclosure without restriction; (c) is independently developed without reference to the Confidential Information; or (d) is required to be disclosed by law or court order, provided the Receiving Party gives prompt written notice and cooperates in seeking a protective order.
Merchant shall ensure its Users comply with this Section 9 and shall be liable to Tendy for any breach by any User.
Tendy owns all right, title, and interest in and to the Products and all related intellectual property rights. Nothing in this Agreement transfers any intellectual property rights in the Products to Merchant.
Any suggestions, ideas, or feedback relating to the Products (“Feedback”) shall be owned exclusively by Tendy. Merchant hereby assigns to Tendy all rights in any Feedback and agrees that Tendy may use it without restriction, compensation, or acknowledgement.
During the Term, Merchant grants Tendy a royalty-free, non-exclusive licence to use and display Merchant’s name, trademarks, logos, and brand assets in connection with Tendy’s marketing, press releases, social media, case studies, website content, and investor materials. Tendy shall remove Merchant’s branding from all such materials within sixty (60) days following termination.
Merchant represents and warrants to Tendy, as of the Effective Date and throughout the Term, that:
(a) Merchant has full legal authority to enter into and perform its obligations under this Agreement and its execution has been duly authorised;
(b) Merchant and its Users will comply with all applicable laws, regulations, and Tendy policies in connection with their use of the Products;
(c) Merchant Content does not and will not infringe, misappropriate, or violate any third-party intellectual property rights, privacy rights, or applicable laws; and
(d) Merchant has reviewed and understood this Agreement and has either obtained legal advice prior to execution or has knowingly waived its right to do so.
The Products may link to or integrate with third-party applications, services, or software (“Third-Party Services”). Merchant’s use of Third-Party Services is governed solely by those services’ own terms. Tendy makes no representations or warranties regarding any Third-Party Service and is not liable for any damages arising from Merchant’s use of or reliance on any Third-Party Service. Merchant irrevocably waives any claim against Tendy in connection with Third-Party Services.
Merchant shall indemnify, defend, and hold harmless Tendy and its officers, directors, employees, affiliates, and agents from and against any and all claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) Merchant’s or any User’s breach of this Agreement; (b) violation of any applicable law or regulation; (c) any actual or alleged infringement of third-party rights by Merchant Content; or (d) any wilful misconduct or gross negligence by Merchant or its Users.
Tendy shall indemnify, defend, and hold harmless Merchant and its officers, directors, and employees from and against any losses arising out of a third-party claim that the Products, as provided by Tendy and used in accordance with this Agreement, infringe or misappropriate any registered patent, copyright, or trademark, provided that Merchant: (a) promptly notifies Tendy in writing; (b) grants Tendy sole control of the defence and settlement; and (c) provides reasonable assistance at Tendy’s expense. This obligation does not apply where infringement arises from Merchant’s modification of the Products or failure to implement required updates.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TENDY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE FEES ACTUALLY PAID BY MERCHANT TO TENDY IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN, WITHOUT WHICH TENDY WOULD NOT HAVE ENTERED INTO THIS AGREEMENT AT THE FEES CHARGED.
If any part of the Products constitutes goods or services to which a guarantee under the Australian Competition and Consumer Act 2010 (Cth) applies, Section 14.1 will not apply and Tendy’s liability is limited, at Tendy’s option, to repair, replacement, or resupply of the Products, or payment of the cost thereof.
THE PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT ANY REPRESENTATION, WARRANTY, OR CONDITION OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TENDY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (INCLUDING FISCAL COMPLIANCE WITHIN MERCHANT’S JURISDICTION), SATISFACTORY QUALITY, OR NON-INFRINGEMENT. TENDY DOES NOT WARRANT THAT THE PRODUCTS WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
Nothing in this Agreement excludes or limits any statutory right or warranty that cannot be excluded by law.
Merchant may not assign, transfer, or delegate any of its rights or obligations under this Agreement without Tendy’s prior written consent. Any purported assignment in violation of this Section is null and void. Tendy may assign this Agreement in whole or in part without Merchant’s consent, including in connection with a merger, acquisition, or sale of assets. Tendy may subcontract performance to third parties and remains responsible for subcontractors’ performance.
For Merchants located in Canada, this Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. For Merchants located in the United States, this Agreement is governed by the laws of the State of Delaware. In each case, conflicts of law principles are excluded.
Each party irrevocably submits to the exclusive jurisdiction of: (a) the courts of the Province of Ontario, sitting in Toronto, for Canadian Merchants; and (b) the state and federal courts sitting in Wilmington, Delaware, for US Merchants.
Either party may seek emergency injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including in respect of any breach of confidentiality or intellectual property obligations, without prejudice to any other rights or remedies.
Tendy reserves the right to amend this Agreement upon thirty (30) days’ written notice to Merchant delivered via email to the address on file. Continued use of the Products after the effective date of an amendment constitutes Merchant’s acceptance. No amendment to an Order Form is effective unless made in writing and signed by authorised representatives of both parties. Tendy will maintain prior versions of this Agreement at versioned URLs (e.g. tendypos.com/legal/msa-v2026-2) so that Merchants can always reference the version in effect at the time of their signing.
This Agreement, together with all Order Forms, Expansion Order Forms, the Acceptable Use Policy, Infringement Policy, Privacy Policy, and DPA, constitutes the entire agreement between the parties and supersedes all prior written, electronic, or oral communications relating to its subject matter.
If any provision is held invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.
No failure or delay by either party in exercising any right constitutes a waiver of that right. No single or partial exercise of any right precludes any other or further exercise of that right.
Neither party will be liable for delay or failure to perform (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, fire, flood, pandemic, act of government, terrorism, or failure of third-party infrastructure, provided the affected party promptly notifies the other and uses commercially reasonable efforts to resume performance.
Notices to Tendy must be sent to: Tendy Inc., 379 Adelaide St W, Main Floor, Toronto, ON M5V 1S5, with a mandatory copy to legal@tendypos.com. Tendy may provide notices to Merchant via email to the address on file, by in-product message, or by posting an updated version to tendypos.com/legal.
The parties confirm that this Agreement is drawn up in the English language. The English version governs; any translation is for informational purposes only.
This Agreement may be executed in counterparts, each deemed an original. Electronic signatures are valid and binding to the same extent as original signatures.
The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship.
— END OF MASTER SUBSCRIPTION AGREEMENT —
This Agreement is accepted by Merchant upon execution of an Order Form incorporating it by reference. The signed Order Form constitutes the executed agreement between the parties.