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500 Shatto Pl #410 Los Angeles CA 90020 Tel 213.596.0936 Fax 213.995.9903 info@21pos.com

Standard System Maintenance And Support Contract

Terms and Conditions: 2010

Standard System Maintenance Contract

Customer hereby orders 21POS Maintenance and Service, and 21POS or an accepted contractor thereof agrees to furnish such service for specific System and software (hereinafter referred to as System) listed in the Purchase Agreement, in accordance with the terms and conditions herein stated. I. EFFECTIVE DATES AND TERMS This Agreement shall be effective from the date of its acceptance by 21POS and shall continue for one (1) calendar year. This agreement will be automatically renewed for successive one (1) year periods. After the first year of this Agreement either party may terminate the Agreement at any time by giving sixty (30) days prior written notice to the other party. Payment is in advance for the following 365 day period (beginning date will vary based on date of purchase), and no refund shall be made in the event the buyer or seller terminates this Agreement. II. MAINTENANCE AND SERVICE DEFINITIONS AND SCHEDULES 21POS will provide hardware and software maintenance service calls (inspections) as needed to correct System or software failures that occur due to normal use and wear. During such inspections 21POS shall make or attempt to make all necessary adjustments, repairs, and replacements of parts to maintain the System in working order, subject to the terms and conditions of this Agreement. All regular inspections shall be made during 21POS's normal service hours, 9:00 A.M. to 6:00 P.M., Monday through Friday, federal and local legal holidays excluded. 21POS shall have full and free access to the System during such normal service hours, but will not interfere with normal business operation when this type of access is practicable. At customer's request, in case of malfunction, 21POS will make emergency inspections of the System. If possible, the initial inspection will be conducted electronically via modem, internet or other communications programs. During such inspections 21POS shall make or attempt to make all necessary adjustments, repairs, and replacements to restore the System to working order, subject to the terms and conditions of this Agreement. Emergency inspections and repairs which occur within the Standard Maintenance Period of 9:00 Am to 5:00 Pm, as set forth herein shall be made at no charge to Customer. The customer agrees to notify 21POS immediately of any malfunction so that a repair request can be dispatched in a timely manner. 21POS requests the customer make a regular inspection of the System and notify 21POS immediately if service is required. Calls placed to 21POS after 3:00PM may not be serviced until the following business day. If the customer would like to request on-site same-day emergency service for calls placed after 3:00PM, 21POS will make all reasonable attempts to accommodate the request. 21POS does not guarantee in this Agreement any timetable for delivery of service or final resolution of any malfunction, though 21POS will make every effort to replace a single malfunctioning component within 36 hours of first reported malfunction. In the event any service call is placed after 5 pm EST, 21POS reserves the right to dispatch a technician the following day after 9:00 am. 21POS will provide telephone support and remote software support on a 24 hour basis as needed, holidays excluded, though requests for callback on issues of reporting questions, software setup, programming, or configuration changes, and other non-emergency issues will be processed during normal business hours only. The classification of an issue as non-emergency shall be at the sole discretion of 21POS employees and service representatives. In the case of multiple component failures at a single site such as in the case of a lightning strike or other unusual circumstance, 21POS may require additional time to replace or repair all damage, to be determined on a case by case basis at the sole discretion of 21POS. III. COVERAGE AND EXCLUSIONS This Agreement will cover repairs to a System that malfunctions during the course of regular use for which the System was designed. Maintenance and Service shall not include: printer ink, ribbons, toner, paper, or service calls for: any programming or menu changes; credit card errors (unless a supplemental Credit Card support rider is in effect for the buyer, financial loss for any tax, credit card, menu item price, or reporting error), staff training or retraining; malfunctions caused by operator error; rebuilding or overhauling working System; changes or alterations in specifications; computer virus, replacement of parts or repair of damage resulting from accident damage, spills, water damage, hurricane, flood, lightning strike, transportation, neglect, misuse, failure or malfunction of electrical power, unauthorized connection of unspecified devices to any computer circuit, or any cause other than normal daily wear from designated use of the product as it was originally designed. Back-office printers including multi-function devices are warranted by manufacturer only. After thirty (30) days, all returns will be handled by client through manufacturer. If printer fails and client chooses to replace through their own supplier, 21POS will charge the standard hourly rate to connect the printer to the System. Printer consumables, i.e. laser cartridges, toner refills, ink cartridges, paper, ribbons, etc. will not be covered under any warranty with 21POS Buyer should instruct staff on the error lights to differentiate a printer malfunction from a printer that is out of toner or jammed. Service calls for printers that are toner or ink or ribbon (out or low) related are billable. The buyer is advised to keep SPARE TONER and/or INK. We cannot deliver these items.

Standard System Maintenance Contract

Network, electrical, or printer wiring is NOT warranted against any type of breakage, fracture, or other damage including damage cause by and creature that feasts on wires and wire insulation. IV. COMPUTER VIRUS Unfortunately computer viruses and spy-ware are a part of the modern computing environment. It is vital that any computer system be protected by special anti-virus software. A virus can be introduced by several means: through an infected floppy disk, CD, or DVD; across a network; from downloaded files or email, from internet websites, music or file sharing or other means. Damage in the form of: data loss, loss of business, financial loss, or other, caused by any form of virus worm spy-ware or other form of mal-ware generally accepted by the computer industry is not covered by this agreement. The buyer agrees to purchase and maintain anti-virus software on their system and to keep all virus definitions and anti-virus updates current. In the event a system is infected with a computer virus 21POS will, at the request of the client, provide on-site virus detection and removal if possible, during regular business hours only. If data damage occurs in the course of a computer virus infection, 21POS will attempt to recover data when possible though no guarantee of data recovery is implied or granted. Charges for all virus removal and data recovery will be billed at the applicable hourly rate as described in the 2010 - 2011 RATE SCHEDULE for NON-CONTRACT REPAIRS in Appendix A of this maintenance agreement regardless of the status of your Agreement. V. WINDOWS UPDATES The System operates on the Microsoft Windows Operating System. Microsoft Corporation provides periodic updates to the operating systems to protect against malfunction and internet security threats. These updates do not guarantee immunity against malfunction or attack but they are essential to provide the most comprehensive protection against such threats. It is the responsibility of the buyer to maintain current status on all Windows Updates. Windows has a built-in updating feature and the buyer must schedule REGULAR WEEKLY updates to ensure compliance. Reseller excludes any software damages and repairs to systems which have not been actively and regularly updated with Windows Updates. Reseller recommends weekly updates. VI. LIGHTNING / ELECTRICAL SPIKE-SURGE DAMAGE Lightning and electrical spike-surge damage (hereinafter referred to as Electrical Damage) is specifically excluded and it is not covered under this Agreement. This Agreement covers damages and malfunctions caused by wear and failures during the course of normal use. In the event System suffers Electrical Damage a technician will be dispatched during normal business hours to perform a damage-repair cost assessment. That assessment will be presented to the client in written form which must be signed and approved, or you may choose to decline the repairs. If you approve the repairs, 21POS will require a 50% deposit in order to begin the repair work. On completion of the repairs as specified in the assessment, the remaining balance will be due and payable by the buyer/operator regardless of any pending insurance claims. Because of the widespread nature of this type of damage it is not possible for 21POS to extend terms or credit on lightning damage repair bills. 21POS cannot bill an insurance company, or accept a delay in payment while insurance claims are processed. For any clients with an unpaid balance more than 30 days past due, we will require all balances to be paid in full before beginning any additional work or accepting any requests for support either on-site or electronically, or by telephone. 21POS suggests buyer contact your insurance company to confirm coverage in the event the System is damaged by lightning. There is very little that can be done to prevent damage caused by a direct lightning strike or severe power surge-spike to your building, property or computer system. The UPS Power Supplies and Surge Protectors that are on your system are designed to provide basic protection from the normal fluctuations that occur in most commercial electrical systems. UPS devices cannot stop the power of a direct lightning strike or other unusual power surge or spike according to the limitations of those devices. 21POS makes no warranty on any UPS, Conditioner, Power Strip, or other electrical accessory or component of the System and the buyer waives 21POS from all liability of damages cause by the use of or proximity to any electrical devices or components. 21POS suggests buyer contact the local power company and insurance company to request information on protecting your business and property from Electrical Damage.

Standard System Maintenance Contract

VII. CUSTOMER OBLIGATIONS 1. Remote Access: Customer agrees to provide electronic access via modem, internet or other suitable means prescribed by 21POS to facilitate the diagnoses of problems without an onsite call. If internet access is not available, normally, a standard dedicated telephone line is sufficient. Customer agrees that before calling for service, the prescribed communications program is loaded and ready to receive incoming support communications. If telephone lines are used, and the line is shared with Fax machines or credit card System, or any other device, those devices will be suspended until the incoming call has been terminated by 21POS. To ensure 21POS access, simply turn off or unplug any other equipment on the shared telephone line. The buyer agrees to train employees and personnel on this procedure and to have at least one trained representative available during operating hours to assist in this issue. 2. Initial Problem Solving: Customer agrees to perform a standard diagnosis of any System before st calling for support. The client should 1 re-boot the affected component by completely powering-off the unit, unplug AC power, waiting 15 seconds, and then restoring power to the unit. Check all power and printer cables and ensure they are all securely fastened and connected. If the entire System is inoperable the client shall perform a full system reboot as detailed in the Troubleshooting Assistance Guide which accompanies this Agreement. If the basic troubleshooting is unsuccessful, the client may call for service. Customer agrees to call only after all reasonable attempts to restore the System have been completed. When calling, Customer agrees to provide as much specific information as possible regarding the exact nature of the malfunction. Customer agrees that when a service technician returns the call, the representative of the buyer/client will answer the basic questions asked by the technician to the best of their ability, and that they will also assist the technician as much as possible in resetting System, checking cables, and other basics tasks designed to specifically identify the problem, as directed by the responding technician. The customer further agrees that a technician will not be dispatched until a representative of the buyer/client has completed the initial checklist and system diagnostics with the service technician as described above. Because most issues can be resolved without an on-site call, this procedure is designed to reduce down time for Customer as well as eliminate unneeded service calls. If after these initial diagnostics it is determined an on-site technician is required, the service request will be placed in the queue and serviced in the order placed. 3. Authorized Callers: The Customer Agrees to provide to Reseller a list of 5 authorized callers. 21POS will then distribute these names to tech support staff and emergency telephone service staff. These employees must be trained on the basic troubleshooting guide titled "What to check before calling for tech support", which is included with your signed Agreement. The buyer/client agrees to thoroughly instruct these authorized callers on the basic troubleshooting guide as well as the basic physical location and operation of all System covered by this Agreement. The authorized callers should be aware of the names of the System and in at least a very basic way understand the function of each part of the covered System. The authorized callers should be instructed on 1.How to reboot a 'POS workstation'. 2. How to reboot a 'Back Office PC' and/or 'File Server'. 3. How to run a 'Printer Diagnostic' or 'Self Test'. 5. How to check to be sure data cables and power cables are attached properly. 6. How to clear a paper jam in a printer. 7. How to change back office printer toner or ink cartridges. 8. Any other basic operations specific to the buyer/client site. If buyer/client does not feel capable of providing this instruction, 21POS will, at no cost to the Customer, schedule a one-time 30 minute 'quick training' course at your location to ensure that your employees are confident in the basic operation and troubleshooting of the System. Customer agrees to accept and participate in this training insofar as is required to comply with the terms of this Agreement. In the event one or more of the authorized callers leaves the employment of the buyer/client it is the responsibility of the buyer/client to assign new employees to the authorized callers list and properly train them on the operation and troubleshooting as described above. Reseller should be notified of any change in the authorized callers list within 2 business days of such change. Calls for technical support will be accepted only from authorized callers on the list .The purpose of this policy is multifaceted. First, the buyer/client will in most cases have much less 'down time' by having staff members who are confident in the operation and handling of the System and will therefore be able to quickly work with 21POS technical support staff identifying problems and applying solutions. Another benefit of this policy is to help 21POS in providing faster and better service to all clients, so that when our services are needed, 21POS can quickly assist rather than extending 'down time' providing basic instruction to employees who have no familiarity with the System or software. 4. Emergency Calls: Customer agrees to contact 21POS through the standard business telephone number for all non-emergency calls. 21POS maintains a 24-hour emergency support telephone service with live operators to facilitate emergency calls. This number is to be used only for emergency calls for situations where the entire system is non-functional, or a key component has failed causing serious disruption in operations. 21POS pays for each call placed through the 24-hour answering service and any unnecessary calls placed through the service will result in higher maintenance cost. If the client continues to place nonemergency calls through the 24-hour emergency service 21POS reserves the right to bill the client for such

Standard System Maintenance Contract

calls. The classification of an issue as non-emergency shall be at the sole discretion of 21POS employees and service representatives as detailed in Section II of the Agreement, entitled: MAINTENANCE AND SERVICE DEFINITIONS AND SCHEDULES 5. Backup: The customer agrees to maintain software backups of the system data. 21POS does install basic features for data security, though it is imperative that the customer keep local and off-site copies of the data in case of a catastrophic failure of the System. Maintenance coverage will not cover costs of reprogramming databases (menu, employees, etc) in the case of catastrophic data loss. If you do not know how to backup your data, please call for an appointment and 21POS will schedule a time to provide instruction on this critical issue. 6. Credit Cards: It is solely the responsibility of the client to ensure that credit card deposits are processed in a timely manner and that credit card transactions are qualified according to the terms of the credit card processing company selected by the customer. Credit Card deposits can fail for many reasons outside the control of 21POS , including telephone line or Internet conditions, bank errors, processing company errors, electrical failures, etc. The client assumes responsibility for confirming deposits on a daily st basis. Most credit card processors levy a surcharge on deposits made more than 24 hours after 1 authorization. Most credit card processors also levy surcharges on credit cards that are hand-keyed. By accepting this Agreement, the buyer relieves 21POS from all financial responsibility for any fees, losses or other costs associated with any failures or problems with credit card transactions.

VIII. PROTECTING YOUR PERSONAL AND BUSINESS DOCUMENTS

While 21POS maintains periodic back up copies of the Restaurant Manager Operating System, it is the responsibility of the user to protect and back up all POS data and other personal or business documents not associated with the system (such as: Excel, Word, Menus, Employee Lists, Employee Training Documents, Procedural Documents, Spread Sheets, Inventory Lists, etc.). All files personal or business should be backed up regularly. It is the responsibility of the user to back up those files in the event of hardware loss of data. We recommend an external back up device such as a USB drive or a zip drive. If you are not able to setup a dependable backup system, 21POS will provide the service with a one-hour service call to setup your backup system billable at standard hourly rates. Once the system is in place, the Customer assumes all responsibility of examining backup data to determine that the process is properly safeguarding the data. Periodic inspection and confirmation of backup is essential. Microsoft Windows is periodically updated with security and stability updates, and it is possible that this type of update or other third part software could disable existing backup routines.

Standard System Maintenance Contract

APPENDIX A: RATE SCHEDULE for NON-CONTRACT REPAIRS

ITEM
CRT Touch Monitor LCD Flat Panel Touch Monitor POS Terminal Station Thermal Receipt Printer Kitchen or other Prep Printer Back Office PC System Server Network Subsystem SERVICE ITEM
Telephone Tech Support On-site Support ( Including Report issues ) Credit Card Support All issues

REPAIR RATE
N/A $ 395 $ 695 $ 175 $ 250 $ 350 - $ 600 $ 600 - $ 1100 $ 1200 - $ 1600

REPLACEMENT RATE
N/A $ 650 $ 1650 $ 275 $ 350 $ 850 - $ 1895 $ 1295 - $ 2495 $ 1700 - $ 2500

9am-5pm / Mon Fri

After Hours Mon Fri

Weekend - Holiday $ 175 Minimum / +$180hr $ 200 per hour (1hr Min) $ 200 per hour (1hr Min)

$ 45 Minimum / +$90hr $ 125 per hour (1hr Min) $ 100 per hour (1hr Min)

$ 150 Minimum / +$140hr $ 185 per hour (1hr Min) $ 150 per hour (1hr Min)

TRAINING or Re-TRAINING:
Managerial and Staff Re-Training is available at $140 per hour with a 2 Hour Minimum. All training must be scheduled in advance. Please call our office for scheduling.

Standard System Maintenance Contract

Addendum

IMPORTANT
21POS does not maintain extra keys for cash drawers. Each cash drawer sold has a unique lock and it is solely the responsibility of the end user/client to keep replacement keys for all cash drawers. In the event a POS station will not function, you will not be able to access your cash drawer without a key. 21POS will dispatch a technician to assist in opening a cash drawer during regular business hours only. All requests for assistance in opening cash drawers are billable. If you do not have replacement keys, it is suggested that you contact a locksmith to come to your establishment and provide replacement keys.