VM V&M Business Systems

V&M GLOBAL LLC

dba V&M Business Systems

Terms of Service

KREATON · Listo POS · ListoKDS

Applicable to: KREATON, Listo POS, and ListoKDS

Effective date: (to be completed upon publication)

Last updated: (fill in upon publication)

These Terms of Service ("Terms") constitute a binding agreement between you (the "User," "Customer," or "Representative," as applicable) and V&M Global LLC, a limited liability company organized under the laws of the State of Delaware, United States, doing business as "V&M Business Systems" ("V&M," "we," or the "Company"), governing your access to and use of KREATON, Listo POS, and ListoKDS (collectively, the "Services").

By checking the box "I accept the Terms of Service and Privacy Policy" during registration, by accessing the Services, or by continuing to use them, you represent that you have read, understood, and agreed to be bound by these Terms and by our Privacy Policy, incorporated herein by reference. If you do not agree, you must not create an account or use the Services.

1. Definitions and Scope

These Terms apply generally to all three Services. Where a provision is specific to only one of them, it will be expressly identified. In the event of a conflict between these Terms and a specific licensing agreement signed between V&M and a Representative or Customer, the specific agreement will control solely as to the matters it governs.

2. Acceptance, Eligibility, and Accounts

2.1 Acceptance mechanism

Acceptance of these Terms occurs through a mandatory, non-pre-checked checkbox presented in the registration flow of each Service. Account creation is blocked until the User affirmatively checks that box. V&M will keep a technical record (timestamp, version of the Terms accepted) of each acceptance.

2.2 Eligibility

By using the Services, you represent and warrant that: (a) you are at least 18 years old or the age of legal majority in your jurisdiction; (b) you have the legal capacity to enter into a binding contract; (c) if acting on behalf of a business, you have authority to bind that entity to these Terms; and (d) you are not subject to the restrictions described in Section 8 (International Sanctions Compliance).

2.3 Account security

You are responsible for maintaining the confidentiality of your access credentials and for all activity that occurs under your account. You must notify V&M promptly of any known or suspected unauthorized use.

3. Description of the Services

V&M may modify, improve, limit, or discontinue features of the Services at any time, and will endeavor to provide reasonable advance notice of material changes that adversely affect core contracted functionality.

4. License to Use and Restrictions

Subject to your compliance with these Terms and timely payment of applicable fees, V&M grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes.

You agree that you will NOT, and will not permit any third party to:

V&M reserves the right to suspend access upon technical detection of activation credentials being used outside authorized devices, or of tampering with licensing mechanisms, without prejudice to any legal action that may be available.

5. Subscriptions, Billing, and Payments

5.1 Subscription model

Access to KREATON and ListoKDS is offered on a recurring subscription basis (monthly or such other period indicated at the time of contracting), processed through our payment provider (currently Stripe, Inc.) or another manual payment method enabled for certain regions. Listo POS may be contracted through authorized Representatives under their own commercial terms, reported and confirmed pursuant to the process then in effect with your Representative.

5.2 Automatic renewal

Subscriptions renew automatically at the end of each period unless canceled by the User before the renewal date, through the applicable administration panel or by requesting cancellation from your Representative.

5.3 Non-payment and suspension

Failure to pay within the applicable grace period may result in suspension or blocking of access to the Services, in accordance with the license-validity policy then in effect. V&M is not obligated to retain User Content beyond the retention period specified in the Privacy Policy following cancellation or permanent suspension of an account.

5.4 Transaction fees (Store Commerce / Connect)

Where a Customer uses features that charge the Customer's own end consumers through V&M's connected payment infrastructure, the Customer understands and agrees that V&M will apply a percentage fee to each processed transaction, which will be clearly disclosed in the relevant panel before that functionality is activated. Funds from each transaction are settled directly to the Customer by the payment provider; V&M does not custody such funds.

6. Tax Compliance, Exchange Rates, and Use in Venezuela and Other International Markets

This section applies especially, though not exclusively, to the use of Listo POS in Venezuela and in other jurisdictions with special currency or tax regimes.

6.1 Exchange rate configuration

Listo POS allows a reference exchange rate to be manually configured for calculating prices in different currencies. The User is solely responsible for entering, verifying, and updating that exchange rate as frequently as its operations require. V&M does not warrant the accuracy, currency, or suitability of any exchange rate configured by the User, does not monitor the foreign-exchange market on the User's behalf, and will not be liable for losses, price discrepancies, end-consumer claims, or accounting discrepancies arising from an outdated, misconfigured, or non-official exchange rate.

6.2 Local taxes, including IGTF

The User is solely responsible for determining, configuring, calculating, withholding, and remitting to the competent tax authority all taxes applicable to its business operations, including — without limitation — Value Added Tax (VAT), the Large Financial Transactions Tax (Impuesto a las Grandes Transacciones Financieras, "IGTF") or equivalent levies in its jurisdiction, and any obligation arising from its status as a special taxpayer, if applicable. Listo POS features that allow configuration of tax rates or exemptions are configuration tools and do not constitute tax advice; their correct application depends exclusively on the configuration performed by the User or the tax advisor the User engages.

6.3 General regulatory compliance

The User represents that it will use the Services in accordance with all applicable laws, regulations, and rules in its jurisdiction, including invoicing, consumer-protection, and foreign-exchange regulations. V&M does not monitor or guarantee the User's regulatory compliance and assumes no liability for penalties, fines, or consequences arising from the User's non-compliance.

7. International Sanctions Compliance (OFAC)

V&M is a United States entity and must comply with the export control and economic sanctions laws administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") and other applicable authorities.

By using the Services, you represent and warrant that:

Important clarification: this clause does not generally restrict use of the Services by residents of Venezuela. OFAC sanctions relevant to Venezuela are selective in nature (targeting specifically designated persons, officials, and entities), not a comprehensive embargo on the population or territory. The restriction applies only to persons and entities specifically sanctioned under the SDN List or other applicable lists, regardless of their country of residence.

V&M reserves the right to immediately suspend or terminate, without prior notice, any account for which it has a reasonable basis to believe this section has been violated.

8. Intellectual Property

8.1 V&M's ownership

The Services, including their software, interfaces, trademarks, logos, and documentation, are and will remain the exclusive property of V&M or its licensors. No intellectual property right is transferred to the User except for the license to use described in Section 4.

8.2 User Content

You retain ownership of the User Content you upload to the Services. By uploading it, you grant V&M a limited, worldwide, royalty-free license to store, process, and display that content solely to the extent necessary to operate and provide the Services.

8.3 AI-generated content (KREATON)

KREATON may generate text, images, or design elements using third-party artificial intelligence models integrated into the platform. You are responsible for reviewing such content before publishing it, for verifying that it does not infringe third-party rights, and for confirming its accuracy. V&M does not warrant the originality, accuracy, or non-infringement of AI-generated content, and will not be liable for claims arising from your use of such content without adequate review.

V&M respects the intellectual property rights of third parties and responds to notices of alleged copyright infringement under the Digital Millennium Copyright Act ("DMCA"), 17 U.S.C. § 512, as applicable to content hosted or generated through KREATON.

9.1 Notice of infringement

If you believe in good faith that material available through KREATON infringes your copyright, you may send a written notice to our Designated Agent (see contact details at the end of this section) that includes, at a minimum:

9.2 Counter-notification

A user whose content has been removed may submit a counter-notification containing the elements required by 17 U.S.C. § 512(g)(3). Unless the complaining party initiates legal action within the statutory time frame, V&M may restore the content within 10 to 14 business days of receiving a valid counter-notification.

9.3 Repeat infringer policy

V&M will, in its reasonable discretion, suspend or terminate the accounts of users who are the subject of repeated, well-founded infringement notices.

DMCA Designated Agent — V&M Global LLC Email: [email protected] (or the compliance contact address V&M designates and registers with the U.S. Copyright Office) Implementation note: before publishing this policy, V&M must complete registration of its Designated Agent through the U.S. Copyright Office's online system (copyright.gov/dmca-directory) in order to qualify for the Section 512 safe harbor.

10. Limitation of Financial Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AND AGGREGATE LIABILITY OF V&M, ITS AFFILIATES, AND ITS LICENSORS TO THE USER, ARISING OUT OF OR RELATED TO ANY FAILURE, INTERRUPTION, ERROR, DATA LOSS, OR MALFUNCTION OF LISTO POS OR LISTOKDS — WHETHER BASED ON BREACH OF CONTRACT, TORT, WARRANTY, OR ANY OTHER LEGAL THEORY — SHALL NOT EXCEED, IN ANY CASE, THE TOTAL AMOUNT ACTUALLY PAID BY THE USER TO V&M IN SUBSCRIPTION FEES DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

This limitation applies regardless of whether V&M was advised of the possibility of such damages, and even if the remedy provided herein fails its essential purpose. This limitation does not apply to: (a) the User's outstanding payment obligations; (b) damages caused by V&M's proven willful misconduct or gross negligence; or (c) cases where applicable law does not permit this type of limitation.

IN NO EVENT WILL V&M BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING — WITHOUT LIMITATION — THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND DATA ACCURACY. V&M DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT ANY DEFECT WILL BE CORRECTED.

12. Indemnification

You agree to indemnify, defend, and hold harmless V&M, its Affiliates, officers, and employees from and against any claim, demand, loss, liability, and expense (including reasonable attorneys' fees) arising from: (a) your use of the Services in violation of these Terms; (b) your violation of any applicable law or regulation, including tax or foreign-exchange obligations; (c) your User Content; or (d) your violation of any third party's rights.

13. Termination and Suspension

V&M may suspend or terminate your access to the Services, with or without prior notice, upon: breach of these Terms, non-payment of fees, reasonable suspicion of fraud or tampering with licensing mechanisms, or legal requirement. You may cancel your account at any time through the applicable panel. Provisions that by their nature should survive termination (including Sections 10, 11, 12, 14, and 16) will remain in effect.

14. Dispute Resolution: Mandatory Arbitration and Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT IN COURT AND YOUR RIGHT TO A JURY TRIAL.

14.1 Agreement to arbitrate

You and V&M agree that any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Services (except as set out in Section 14.4) will be resolved through binding, individual arbitration, and not in court, in accordance with the Consumer Arbitration Rules of the American Arbitration Association ("AAA") then in effect. The arbitration will be administered by the AAA and conducted, at the parties' election, in English or Spanish, before a single arbitrator. This agreement is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.

14.2 Class action waiver

YOU AND V&M AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. Unless both parties agree otherwise in writing, the arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a class or representative proceeding. If this class action waiver is found unenforceable as to a particular dispute, Section 14.1 (arbitration) will not apply to that dispute, which must instead be resolved in the courts identified in Section 15.

14.3 Right to opt out

You may opt out of this arbitration clause and class action waiver by sending written notice to [email protected] within thirty (30) days of the date you first accepted these Terms, stating your name, the associated account, and your express intent to opt out. If you opt out in a timely manner, neither party will be bound by this Section 14 as to future disputes, and the remainder of these Terms will remain in effect.

14.4 Exceptions

The following are not subject to mandatory arbitration: (a) claims that may be brought in small claims court; (b) actions to obtain urgent injunctive relief to protect intellectual property or confidential information; and (c) any dispute that applicable law expressly declares non-arbitrable.

15. Governing Law and Jurisdiction

These Terms will be governed by and construed in accordance with the laws of the State of Delaware, United States, without giving effect to its conflict-of-laws provisions. For any dispute not subject to arbitration under Section 14, the parties submit to the exclusive jurisdiction of the state or federal courts located in the State of Delaware.

16. General Provisions

17. Contact

V&M Global LLC (dba V&M Business Systems) General inquiries: [email protected] Legal / notices: [email protected] Website: vmbusinesssystems.com