Terms and Conditions

This Software Subscription Agreement (“Agreement”) governs the use of the NxtEdge platform and related services provided by Purchasing Director LLC d/b/a DiningEdge (“NxtEdge,” “we,” “our,” or “us”).

By accessing or using the NxtEdge platform, the Customer (“Customer,” “you,” or “your”) agrees to be bound by the terms and conditions set forth in this Agreement.

If you do not agree to these terms, you may not access or use the NxtEdge platform.

1. Definitions

Platform — The NxtEdge software platform including web applications, mobile applications, APIs, integrations, and related services.

Customer Data — All information submitted, uploaded, or transmitted to the Platform by Customer, including invoices, vendor pricing data, inventory data, recipes, purchasing data, and accounting export information.

Subscription — The recurring service agreement allowing Customer to access the Platform.

Authorized Users — Individuals authorized by the Customer to access and use the Platform.

2. Software License

Subject to the terms of this Agreement and payment of applicable subscription fees, NxtEdge grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for Customer’s internal business operations.

Customer may not:

• Reverse engineer or copy the software
• Resell or sublicense the software
• Share login credentials outside the organization
• Attempt to access system code or infrastructure

Customer may not copy, reproduce, distribute, create derivative works from, benchmark, or otherwise use the Platform for competitive analysis or development of competing products.

All intellectual property rights in the Platform remain the exclusive property of NxtEdge.

3. Subscription and Fees

Access to the Platform is provided on a subscription basis.

Customer agrees to pay all subscription fees associated with their account.

Subscription terms may include:

• Monthly subscription fees
• Per-location pricing
• Module-based pricing
• Transaction-based pricing where applicable

Subscriptions automatically renew unless cancelled in accordance with this Agreement.

NxtEdge reserves the right to update pricing with reasonable notice.

Failure to pay subscription fees may result in suspension or termination of access to the Platform.

NxtEdge reserves the right to suspend access to the Platform for accounts that become delinquent. Access may remain suspended until all outstanding balances are paid in full.

Subscription agreements are entered into for the term specified in the Customer’s contract. Unless either party provides written notice of cancellation at least sixty (60) days prior to the end of the current term, the Agreement will automatically renew for successive twelve (12) month terms.

4. Customer Responsibilities

Customer is responsible for:

• Maintaining accurate data within the system
• Verifying invoice data, inventory data, and vendor pricing
• Ensuring proper accounting review before financial reporting
• Managing Authorized User access
• Protecting login credentials

Customer acknowledges that the Platform is a management and automation tool and that final financial and operational decisions remain the responsibility of the Customer.

5. Data Ownership

Customer retains ownership of all Customer Data.

NxtEdge may store, process, and analyze Customer Data solely for the purpose of providing services associated with the Platform.

NxtEdge may use aggregated or anonymized data for:

• System improvements
• Product development
• Industry benchmarking
• Platform performance analytics

Such data will not identify individual customers.

6. Data Retention

Following termination of the Agreement, NxtEdge may retain Customer Data for a limited period for backup, compliance, or operational purposes. NxtEdge is not obligated to retain Customer Data indefinitely and may permanently delete Customer Data after a commercially reasonable retention period.

7. Integrations with Third-Party Systems

The Platform may integrate with third-party systems including but not limited to:

• Point of Sale systems
• Accounting software
• Vendor ordering portals
• Email platforms
• Payment processors
• OCR technology providers

NxtEdge does not control these third-party systems and is not responsible for:

• Changes to their APIs or platforms
• Data transmission failures
• Integration interruptions
• Errors caused by third-party systems

Continued compatibility with third-party systems is not guaranteed.

Certain platform features rely on participation by distributors, manufacturers, financial institutions, payment processors, POS providers, accounting systems, and other third parties. NxtEdge does not guarantee the participation, availability, accuracy, or continued support of any third-party provider.

8. EDI and Vendor Integration Availability

Certain vendor integrations available through the NxtEdge platform may utilize Electronic Data Interchange (“EDI”) or other automated data exchange technologies to transmit purchase orders, order confirmations, or invoices.

Access to EDI integrations is controlled by the vendor or distributor providing the service. Vendors may require customer authorization, account configuration, or participation agreements before approving an EDI connection.

NxtEdge does not control vendor approval of EDI integrations and cannot guarantee that a vendor will authorize or enable EDI connectivity for a customer account.

If EDI integration is not approved or supported by a vendor, NxtEdge may utilize alternative methods for data exchange including email-based invoice ingestion, order guide uploads, or other supported integration methods.

Customers remain responsible for coordinating with their vendors to obtain required approvals necessary to enable EDI integrations.

9. Invoice Automation and OCR Processing

The Platform may utilize automated technologies including Optical Character Recognition (OCR) to capture and process invoice data.

Customer acknowledges that automated data extraction may contain errors.

Customer remains responsible for verifying:

• Invoice amounts
• Vendor details
• Product data
• Accounting codes

NxtEdge is not responsible for financial losses resulting from unverified automated data.

10. Vendor Price Comparison and Vendor Data Use

NxtEdge provides vendor price comparison, purchasing tools, and vendor data analysis features intended to assist operators in evaluating purchasing decisions.

Vendor pricing information may originate from vendor order guides, invoices, integrations, customer uploads, or other third-party data sources. NxtEdge does not guarantee the accuracy or completeness of vendor pricing information.

Customers remain responsible for verifying pricing, product availability, and purchasing decisions before placing orders.

Vendor-specific pricing information within the platform is considered confidential customer purchasing data. NxtEdge does not share a distributor’s pricing data with competing distributors.

Customers agree not to provide distributors or outside parties access to NxtEdge data or share vendor-specific pricing information obtained through the platform.

NxtEdge may work with a customer’s distributors to ensure order guides, pricing information, and product data are complete and accurate for the customer’s account.

Product pricing displayed within NxtEdge is provided for informational purposes only. Actual pricing, availability, substitutions, freight charges, taxes, rebates, and vendor terms are determined by the distributor or supplier at the time an order is placed. Customers are responsible for verifying pricing prior to purchase.

11. Manufacturer Rebate Programs

Customers participating in manufacturer rebate programs authorize NxtEdge to act as their agent solely for purposes of enrollment, purchase reporting, rebate administration, and communication with participating distributors and program administrators.

Rebate eligibility is determined by participating manufacturers and program administrators. NxtEdge does not guarantee rebate amounts, program availability, qualification status, or future program participation.

Rebate payments are issued by manufacturers or rebate administrators and are subject to their program rules and timelines.

12. Accounting Integration

The Platform may export financial data to third-party accounting systems.

NxtEdge provides accounting integration tools only and does not provide accounting services.

Customers remain responsible for reviewing all exported data prior to use in financial reporting.

NxtEdge is not responsible for accounting errors or financial reporting outcomes.

13. Bill Pay and Payment Services

Certain platform features may facilitate electronic payments to vendors.

Payment services are provided by independent third-party payment processors.

NxtEdge does not operate as a financial institution and does not hold customer funds.

Customers remain responsible for verifying vendor payment details and authorizing payments prior to submission.

Once a payment has been approved and submitted to a third-party payment processor, NxtEdge cannot guarantee cancellation, modification, or reversal of the transaction.

The Customer is responsible for reviewing invoice details, payment amounts, vendor information, and approval workflows prior to authorizing payment. NxtEdge provides software and workflow tools to facilitate payment processing but does not act as a bank, financial institution, or payment processor. Payment services are provided through third-party partners.

NxtEdge is not liable for delays, processing failures, banking errors, vendor disputes, returned payments, or other events outside its reasonable control.

14. Sensitive Data, Payment Processing, and Security

NxtEdge does not store or process sensitive payment data including credit card numbers, bank account numbers, Social Security numbers, tax identification numbers, or payment credentials.

Vendor payment services are facilitated through REPAY, which manages payment credentials within its PCI-compliant infrastructure.

Subscription billing for NxtEdge services is processed through Zoho Billing, which securely manages customer credit card information.

NxtEdge does not act as a financial institution, payment processor, or payment custodian.

15. Security Practices

NxtEdge utilizes commercially reasonable safeguards designed to protect customer data including:

• Secure cloud hosting
• Encrypted communications
• Role-based access controls

Customers remain responsible for protecting login credentials and managing user access.

16. Onboarding and Implementation

Customers agree to participate in onboarding sessions typically occurring one to two times per week.

Customers should expect one to two onboarding meetings per week and approximately two to three hours of onboarding tasks, data preparation, and training assignments between meetings.

Failure to participate may delay implementation but does not affect subscription obligations.

17. Subscription Term and Platform Access

Customer subscriptions remain active for the duration of the agreed contract term regardless of the level of platform usage.

Failure to use the software does not constitute grounds for cancellation or refund.

18. Service Availability

NxtEdge strives to maintain reliable system availability but does not guarantee uninterrupted service.

19. Confidentiality

Both parties agree to maintain confidentiality of proprietary information shared during the course of the relationship.

20. Limitation of Liability

NxtEdge shall not be liable for indirect or consequential damages.

Total liability shall not exceed the amount paid by the Customer to NxtEdge in the previous twelve months.

21. Indemnification

Customer agrees to indemnify and hold harmless NxtEdge from claims arising from misuse of the Platform or violation of this Agreement.

22. Accessibility

NxtEdge strives to design the platform in alignment with accessibility standards such as WCAG where practical and will make reasonable efforts to assist users experiencing accessibility barriers.

23. Force Majeure

NxtEdge shall not be liable for delays caused by events beyond its control including natural disasters, infrastructure failures, or third-party service interruptions.

24. Modifications to Agreement

NxtEdge may update this Agreement from time to time. Continued use of the Platform constitutes acceptance of revised terms.

25. Governing Law

This Agreement shall be governed by the laws of the State of Florida.

26. Entire Agreement

This Agreement constitutes the entire agreement between the parties regarding the use of the NxtEdge platform.

27. Automation and Decision Responsibility

The NxtEdge platform provides automation tools to assist operators with purchasing workflows, invoice processing, inventory management, and operational analysis.

NxtEdge does not make purchasing or financial decisions on behalf of customers.

Customers remain responsible for reviewing system outputs before making operational or financial decisions.

28. AI and Analytical Features

NxtEdge may provide analytical tools or AI-assisted insights designed to help operators understand cost trends or purchasing patterns.

These tools are provided for informational purposes only.

Customers remain responsible for verifying information and making operational decisions.

AI-generated recommendations, forecasts, classifications, coding suggestions, or analytical outputs may contain errors and should not be relied upon without independent review by the Customer.

29. Onboarding Completion Window

If a customer fails to participate in onboarding activities for an extended period, NxtEdge may consider onboarding complete based on the progress achieved.

Delays caused by the customer do not alter subscription billing obligations.