{{order_id}}_Zwirly Purchase Agreement
Between:
InteliVend Inc. (“Seller”)
and
Buyer (as identified below)
Business Name:
Primary Contact Name:
Phone Number:
Email Address:
Business Website:
Business Address:
Emergency Contact Name:
Emergency Contact Phone:
Emergency Contact Email:
These Terms and Conditions govern the sale of Zwirly equipment (“Products”) and related services by InteliVend Inc. (“InteliVend” or “Seller”) to the Buyer listed above. By placing an order, submitting payment, executing electronically, or accepting delivery, Buyer agrees to be bound by this Agreement.
All sales are final. No refunds, returns, or buybacks are offered once an Order is accepted. Delivery dates are estimates and delays do not constitute grounds for cancellation or refund.
Each Zwirly machine must be installed at a commercial location meeting the following minimum standards:
Failure to meet these requirements prior to delivery or installation may result in delayed installation or additional service fees, for which Seller shall not be responsible.
Each Zwirly machine may only be operated, cleaned, or serviced by personnel trained by InteliVend or an authorized Zwirly technician.
Replacement & Retraining Fees
If an Authorized Operator leaves employment or new personnel are assigned, Buyer must arrange retraining before operation.
Installation or servicing may be performed by independent contractors. InteliVend is not liable for their acts or omissions. Buyer agrees to indemnify, defend, and hold harmless InteliVend from any claims arising from acts or omissions of third-party service providers engaged by Buyer.
This Agreement does not create a franchise, distributorship, or territorial rights.
Buyer agrees to use only Zwirly-approved consumables supplied through the Zwirly Software Portal. Unauthorized consumables may result in, at InteliVend’s discretion:
Two (2) years from installation or twenty-five (25) months from shipment.
Includes:
Excludes:
Total liability shall not exceed the original purchase price of the equipment. No indirect or consequential damages.This limitation applies regardless of the form of action, whether in contract, tort, strict liability, or otherwise.
Title and risk transfer FOB origin,Buyer is responsible for transit insurance. (FOB Origin is Seller’s facility)
Wyoming law. Binding arbitration in Sheridan County, WY.
Buyer grants permission for use of photos, videos, or testimonials unless revoked in writing. Such use shall not disclose confidential business information.
This Agreement, including Exhibits, constitutes the entire agreement. No waiver shall be effective unless in writing.
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This Software License Agreement (“Software License”) is a legally binding addendum to the Zwirly Equipment Purchase Agreement (“Purchase Agreement”) between InteliVend Inc. (“Licensor”) and the purchaser of Zwirly equipment (“Licensee”).
Licensor grants Licensee a perpetual, non-exclusive, non-transferable, revocable license to use the proprietary Zwirly operating software, firmware, and cloud-based portal (“Software”) solely for operating the purchased Zwirly machine.
The Software is licensed, not sold.
Licensee may use the Software only for:
Licensee may not:
Licensor may deploy updates, patches, or improvements remotely to maintain performance, security, or compliance. Updates may install automatically.
Optional premium features or advanced AI tools may be offered separately and do not alter this core license.
The Software transmits operational data (including transactions, machine status, errors, temperature, and consumable usage) to enable system operation, support, optimization, and compliance. Licensee consents to such data transmission subject to Licensor’s Privacy Policy. All aggregated and anonymized operational data may be used by Licensor for system improvement, benchmarking, and product development
Licensor may suspend or restrict Software access if Licensee:
Core dispensing functionality may continue unless suspension is required for compliance, safety, or legal reasons.
All Software, portal systems, and related intellectual property remain the exclusive property of Licensor. No ownership rights are transferred.
Except as expressly stated in the Purchase Agreement, the Software is provided “AS IS.” Licensor disclaims all implied warranties.
Licensor’s total liability related to the Software shall not exceed the original purchase price of the Zwirly equipment. No indirect or consequential damages.
Sections relating to intellectual property, data, warranty disclaimers, and limitation of liability survive termination.
To be provided separately.
Buyer acknowledges that Zwirly machines utilize third-party payment processing services and proprietary InteliVend software. The following fees apply to each transaction processed through the Zwirly system:
Buyer agrees to pay a payment processing fee of 2.65% + $0.10 per transaction, charged by the authorized payment processor designated for use with the Zwirly system.
This fee covers secure card-present unattended transaction processing, gateway access, network and card brand assessments, and settlement services.
Payment processing fees are charged pursuant to Buyer’s separate merchant services agreement with the payment processor. InteliVend is not a payment processor and does not collect, underwrite, or control payment processing fees.
Buyer agrees to pay InteliVend a Zwirly Software & Transaction Fee of $0.12 per successful transaction.
This fee covers software licensing, access to the Zwirly Software Portal, cloud connectivity, telemetry, data hosting, analytics, remote monitoring, AI-assisted diagnostics, software updates, and technical support.
The Zwirly Software & Transaction Fee is charged by InteliVend and is separate from payment processing fees. Buyer acknowledges that, for operational efficiency, this fee may be collected by the payment processor as part of the transaction flow and remitted to InteliVend on Buyer’s behalf. InteliVend may modify the Zwirly Software & Transaction Fee with forty-five (45) days’ prior written notice.
(Payment Processing & Zwirly Software Fees)
InteliVend Inc.
Name: Nicholas Yates
Title: CEO
Date:
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