1. Scope of Service
MarginX provides access to its software platform for restaurant operations, including but not limited to inventory management, recipe tracking, reporting, labor management, and related tools. MarginX is a software provider only and does not guarantee business performance, profitability, cost savings, or operational outcomes.
2. Subscription & Term
The subscription begins on the date of signing. Monthly plans renew automatically on a month-to-month basis. Annual plans renew automatically every 12 months. The client agrees to the selected plan and associated billing cycle.
3. Fees & Payment
Client agrees to pay all applicable fees as selected:
- Monthly: $300/month + onboarding fee (if applicable)
- Annual: $3,000/year
4. No Refund Policy
All onboarding fees are strictly non-refundable. All subscription payments are non-refundable and non-prorated under any circumstances, including early termination or non-use of the system.
5. Termination
Client may terminate the agreement with a minimum of 30 days written notice. No refunds will be issued upon termination. MarginX reserves the right to terminate or suspend access immediately in cases of non-payment, misuse, or violation of this agreement.
6. Account Suspension
MarginX reserves the right to suspend or restrict access to the platform at any time due to failed payments, suspected misuse, or security concerns. MarginX shall not be liable for any losses resulting from such suspension.
7. Limitation of Liability
To the maximum extent permitted by law, MarginX's total liability shall not exceed the total amount paid by the client in the previous 30 days. MarginX shall not be liable for any indirect, incidental, or consequential damages, including but not limited to loss of profits, business interruption, inaccurate reporting, or operational losses.
8. Indemnification
The client agrees to indemnify, defend, and hold harmless MarginX, its owners, employees, and affiliates from any claims, damages, liabilities, or legal actions arising from the client's business operations, use of the platform, or violation of this agreement.
9. Data Accuracy Disclaimer
The client is solely responsible for the accuracy of all data entered into the system, including recipes, inventory, pricing, and financial information. MarginX is not responsible for any errors, miscalculations, or outcomes resulting from inaccurate or incomplete data.
10. Intellectual Property
All software, systems, features, and intellectual property related to MarginX remain the exclusive property of MarginX. The client is granted a limited, non-transferable, non-exclusive license to use the platform. The client may not copy, reproduce, reverse engineer, or replicate any part of the system.
11. Usage Restrictions
The client agrees not to:
- Share login access outside their organization
- Resell or sublicense the software
- Attempt to duplicate or replicate the system
12. Confidentiality
Both parties agree to maintain the confidentiality of all non-public information, including business practices, data, pricing, and system functionality.
13. Third-Party Integrations
MarginX may integrate with third-party systems (POS, delivery platforms, etc.). MarginX is not responsible for failures, downtime, or inaccuracies caused by third-party services.
14. System Availability
MarginX does not guarantee uninterrupted or error-free operation. Scheduled maintenance, updates, or unforeseen downtime may occur.
15. Force Majeure
MarginX shall not be held liable for delays or failures resulting from events beyond its control, including but not limited to natural disasters, outages, or external service failures.
16. Modification of Service
MarginX reserves the right to modify, update, add, or remove features at any time without prior notice. Continued use of the platform constitutes acceptance of such changes.
17. Price Adjustments
MarginX reserves the right to adjust pricing with prior notice (minimum 30 days). Annual plans will remain at the agreed rate until the renewal period.
18. Early Adopter Benefits
If applicable, early adopter benefits (including access to future modules at no additional cost) are included as part of the agreement and are non-transferable.
19. Onboarding Responsibility
The client agrees to provide all necessary data and participate in onboarding and training. Delays caused by the client do not affect billing or agreement terms.
20. Training & Support Scope
MarginX includes standard onboarding and basic support. Custom work, advanced setup, or additional services may be subject to additional fees.
21. Data Ownership & Usage
The client retains ownership of their business data. MarginX may store, process, and analyze data for system functionality and improvements. MarginX may use anonymized data for analytics and development purposes.
22. Data Retention
Upon termination, data may be retained for up to 30 days. After this period, data may be permanently deleted without further notice.
23. Security Disclaimer
MarginX implements reasonable security measures but does not guarantee absolute protection against breaches or unauthorized access.
24. Non-Circumvention
The client agrees not to replicate, reverse engineer, or attempt to build a competing system based on MarginX.
25. Non-Solicitation
The client agrees not to solicit, hire, or engage MarginX employees or contractors outside of this agreement.
26. Governing Law
This agreement shall be governed by the laws of Ontario, Canada.
27. Dispute Resolution
Any disputes shall first be attempted to be resolved through good-faith negotiation. If unresolved, disputes may be settled through arbitration in Ontario.
28. Entire Agreement
This document constitutes the entire agreement between the parties and supersedes all prior discussions or agreements.
29. Amendments
Any amendments must be made in writing and agreed upon by both parties.
30. Severability
If any provision of this agreement is found to be invalid, the remaining provisions shall remain in full force.
31. Electronic Signature
Electronic signatures shall be considered legally binding and enforceable.
End of Agreement
