NetSuite POS Module (PDF)

## Oracle NetSuite POS Module Addendum

This Oracle  NetSuite POS Module Addendum (the  ' Addendum ') is made  effective as  of  the  date the applicable Estimate/Order Form that references this Addendum is signed by Customer (' Addendum Effective Date ') and sets forth additional terms and conditions that govern use of the NetSuite POS Module. This Addendum is in addition to and amends the Subscription Services Agreement (' SSA ') between you (' Customer ') and the Oracle entity which is party to that SSA (' Oracle '), but solely in connection with the NetSuite POS Module. Oracle and Customer hereby agree as follows:

## 1. Definitions.

' NetSuite POS Module ' means the NetSuite: (a) the POS Hosted Module and (b) the POS Software, as such components are  described in the applicable  Help Documentation. For clarity, the  NetSuite POS Module does  not include  the  POS Infrastructure.

' POS Hosted Module ' means the cloud based commerce platform that is hosted by Oracle and which integrates with the POS Software.

' POS Infrastructure ' means the Oracle Cloud Infrastructure on which the hosted portion of the NetSuite POS Module is hosted.

' POS Software ' means the Oracle point of sale device software in object code only that is installed on the Terminals.

' Store ' means a Customer retail establishment or location at which one (1) or more of the Terminals are located.

' Store Data ' means the Customer's sales transaction data that is transmitted from a Terminal through the Store Network and that resides on the NetSuite POS Module.

' Store Network ' means  the  Customer's  equipment and transmission lines  on which the  Store  Data  resides  and is transmitted from a Terminal to the NetSuite POS Module.

' Terminal ' means third party point of sale hardware and terminals operated by or for Customer at a Store.

## 2. Subscription to NetSuite POS Module and License to POS Software.

The NetSuite POS Module is included in the 'Cloud Service' under the SSA, subject to the terms and conditions set forth in this Addendum.

- a. Scope of Use. Subject to the terms and conditions of the SSA (as modified by this Addendum) and during the subscription term for the NetSuite POS Module (as specified in the applicable Estimate/Order Form) (' Subscription Term '), Customer's Users may use the NetSuite POS Module solely for Customer's internal business operations and solely at the number of Stores and on the number of Terminals for which Customer has paid all applicable fees as set forth in the applicable Estimate/Order Form.
- b. Software License for POS Software. Subject to the terms and conditions of the SSA (as modified by this Addendum) and during the Subscription Term, Oracle grants Customer a non-transferable, non-exclusive, limited license to: (i) install (or have installed) the POS Software on the number of Terminals for which Customer has paid the applicable fees as set forth in the applicable Estimates/Order Form and (ii) use the POS Software for Customer's internal business operations in conjunction with Customer's authorized use of the NetSuite POS Module.
- c. Software License Restrictions.  In addition to the restrictions in Section 3 (Restrictions) of the SSA (which apply to both the POS Hosted Module and the POS Software, which collectively makes up the NetSuite POS Module), Customer agrees not to (and not to allow any third party to) distribute or transfer the POS Software to any third party.
3. Differences from SSA. Except as provided in this Section 3, the Store Data shall be treated as Customer Data under the SSA when such data resides in the Service.
- a. Service Levels and Availability. Any service levels or 'Service Level Commitment' described in the SSA or in any Oracle documentation or website will not apply to the NetSuite POS Module.
- b. Security Obligations. Oracle's obligations in the SSA around Security (Section 6.10), and Section 7.4 (Handling of Customer Data Upon Termination/Expiration), of the SSA do not apply to the NetSuite POS Module or the Store Data. Additionally, Oracle has no obligation to retain any Customer Data stored in the NS POS Module upon termination of this Addendum. The NetSuite POS Module shall be compliant with the Payment Application Data Security Standard (PA-DSS) in effect at the time the NetSuite POS Module is initially made available to Customer. A required PCI SSC disclosure pertaining to PA-DSS certification of the NetSuite POS Module may be found at http://www.netsuite.com/portal/resource/terms-ofservice.shtml (or such URL as specified by Oracle), which may be updated by PCI SSC from time to time. Any changes made to the NetSuite POS Module may affect such compliance and Customer shall be solely responsible for ensuring that any customization, changes or modifications made to the NetSuite POS Module are compliant with the PA-DSS.

## Oracle NetSuite POS Module Addendum

- c. Backup Policies.  The terms in Section 5.1 (Ownership of Customer Data) of the SSA related to Oracle's backup of Customer Data do not apply to Store Data. Customer acknowledges and agrees that in connection with operating and maintaining the  NetSuite  POS Module,  Oracle may make copies of the Store Data and may maintain such Store  Data consistent with Oracle's standard business processes.

For clarity and notwithstanding the foregoing, when and to the extent certain Store Data is submitted to and resident on the NetSuite Service (not the POS Infrastructure or the NetSuite POS Module), such data shall be deemed 'Customer Data' for all purposes under the SSA.

4. Additional Customer Responsibilities. Customer is solely responsible for procuring, installing and maintaining the  Terminals  and any  other peripheral  point of  sale  components  from third parties  (including without limitation any Terminal  computer hardware and software  on which the POS Software  is  installed in the  Store). Customer shall  use appropriate measures to maintain the confidentiality, integrity, availability and security of the Terminal (other than the POS Software), Store Network and of all Store Data residing on the Store Network and transmitted to the NetSuite POS Module (including but not limited  to: promptly  applying patches  and updates  provided  by  Oracle and other Terminal  software providers; full disk encryption; anti-virus; network, access, and physical controls). Customer shall not transmit or upload any credit  card data or bank account numbers or other sensitive financial data of its customers through the  NetSuite  POS Module.
5. POS Software Upon Termination. In addition to other terms set forth in the SSA, Customer agrees that upon the earlier of termination or expiration of the Subscription Term or of the Term of the SSA, Customer shall immediately cease using and shall un-install the POS Software from all Terminals and destroy all copies of the POS Software in the Customer's possession.
6. General. Certain Sections in the SSA may have been renamed and/or renumbered and such renaming and/or renumbering shall not affect the validity, construction or interpretation of this Addendum. References in the this Addendum to any Section names or numbers in the SSA shall be deemed to be a reference to the identified or corresponding provisions in that document to accomplish the reasonable intent and objectives of such provisions to the greatest extent possible under applicable law.  Except as modified by this Addendum, the SSA remains in full force and effect for purposes of Customer's use of the NetSuite POS Module. If any provision of this Addendum conflicts with or is in addition to any provision of the SSA, then the conflicting/additional provision of this Addendum shall control/apply solely in connection with the NetSuite POS Module and the subject matter herein. Capitalized terms not defined in this Addendum have the meaning assigned to them in the SSA.

CUSTOMER ACKNOWLEDGES THAT THEY HAVE READ THIS ADDENDUM, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS, AND THE PERSON SIGNING THE APPLICABLE ESTIMATE/ORDER FORM OR STATEMENT OF WORK HAS BEEN AUTHORIZED TO DO SO.