Terms of Service

Last Updated: October 15, 2025

The Gist

We, ShadowPOS LLC, provide a point of sale (POS) system for retail businesses. Our mission is to provide powerful, easy-to-use software as a service (SaaS) to help our customers manage their businesses effectively.

These Terms of Service ("Terms") describe our commitments to you, and your rights and responsibilities when using our services. Please read them carefully and reach out to us if you have any questions.

Your use of our Services is also subject to our Privacy Policy, available at https://www.shadowpos.com/privacy-policy, which is incorporated into this Agreement by reference. The Privacy Policy explains how we collect, use, disclose, and protect your information, including personal data and transaction details. In the event of any conflict between these Terms and the Privacy Policy, the Privacy Policy will control with respect to privacy matters. If you don't agree to these Terms or our Privacy Policy, don't use our services.

Terms of Service

These Terms govern your access to and use of the software, applications, and other products and services we provide through ShadowPOS (our "Services").

Please read these Terms carefully before accessing or using our Services. By accessing or using any part of our Services, you agree to be bound by all of the Terms and all other operating rules, policies, and procedures that we may publish via the Services from time to time (collectively, the "Agreement"). You also agree that we may automatically change, update, or add on to our Services as stated in the Terms, and the Agreement will apply to any changes.

1. Who's Who

"You" means any individual or entity using our Services. If you use our Services on behalf of another person or entity, you represent and warrant that you're authorized to accept the Agreement on that person's or entity's behalf, that by using our Services you're accepting the Agreement on behalf of that person or entity, and that if you, or that person or entity, violates the Agreement, you and that person or entity agree to be responsible to us.

Your Agreement is with ShadowPOS LLC. We refer to ShadowPOS LLC as "we," "us," or "our" throughout these Terms.

2. Your Use of Our Services and Your Account

When using our Services requires an account, you agree to provide us with complete and accurate information and to keep the information current so that we can communicate with you about your account. We may need to send you emails about notable updates (like changes to our Terms of Service or Privacy Policy), or to let you know about legal inquiries or complaints we receive about the ways you use our Services so you can make informed choices in response.

We may limit your access to our Services until we're able to verify your account information, like your email address.

When you create an account, we consider that to be an inquiry about our products and services, which means that we may also contact you to share more details about what we have to offer (i.e., marketing). Don't worry, if you aren't interested, you can opt out of the marketing communications.

You're solely responsible and liable for your use of our Services and all activity under your account. You're also fully responsible for using our Services securely and maintaining the security of your account and any connected hardware (which, among other things, includes keeping your password secure).

Don't share or misuse your access credentials. And notify us immediately of any unauthorized uses of your account, store, or of any other breach of security. If we believe your account has been compromised, we may suspend or disable it.

3. Minimum Age Requirements

Our Services are not directed to children. You're not allowed to access or use our Services if you're under the age of 18. If you register as a user or otherwise use our Services, you represent that you're at least 18. You may use our Services only if you can legally form a binding contract with us.

4. Data and Content

We haven't reviewed, and can't review, all of the content and data (like product information, transaction data, customer information, and other materials) entered into our Services by users or provided by third parties ("Content"). We're not responsible for any use or effects of Content. So, for example:

  • We do not endorse any Content or represent that Content is accurate, useful, or not harmful. Content could include technical inaccuracies, typographical mistakes, or other errors.
  • Third-Party Data: Our services may include third-party catalog data (such as product images, descriptions, and prices). Those third parties reserve all rights to their products, logos, and trademarks. We do not claim any ownership of this third-party data. While we strive for accuracy, we do not guarantee the accuracy of any third-party data.
  • Your Data: You're fully responsible for the data you enter into our system and ensuring it complies with applicable laws and the Agreement. We reserve the right to anonymize and aggregate your product, transaction, and customer data for our own business purposes and to provide general industry insights for our customers.
  • You acknowledge that our handling of your data is governed by our Privacy Policy, and you consent to such processing. We will implement reasonable security measures to protect your data in accordance with applicable laws.
  • We aren't responsible for any harm resulting from anyone's access or use of the Services. You're responsible for taking the necessary precautions to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content.
  • We are not a party to, and will have no responsibility or liability for, any communications, transactions, interactions, or disputes between you and your customers.

5. Fees, Payment, and Renewal

Fees for Paid Services. Our Services are offered for a fee ("Paid Services"). By using a Paid Service, you agree to pay the specified fees, which may be recurring (i.e., a subscription).

Taxes. To the extent permitted by law, or unless explicitly stated otherwise, all fees do not include applicable federal, provincial, state, local or other governmental sales, value-added, goods and services, harmonized or other taxes, fees, or charges ("Taxes"). You're responsible for paying all applicable Taxes relating to your use of our Services, your payments, or your purchases. If we're obligated to pay or collect Taxes on the fees you've paid or will pay, you're responsible for those Taxes, and we may collect payment from you.

Payment. You must provide accurate and up-to-date payment information. If your payment fails, we suspect fraud, or Paid Services are otherwise not paid for or paid for on time, we may immediately cancel or revoke your access to Paid Services without notice to you.

Automatic Renewal. By enrolling in a subscription, you authorize us to automatically charge the then-applicable fees and Taxes for each subsequent subscription period until the subscription is canceled. If you received a discount, your subscription will automatically renew for the full price. You must cancel your subscription before the renewal date to avoid being charged for the next subscription period.

Fees and Changes. We may change our fees at any time. If you don't agree with the changes, you must cancel your Paid Service.

Refunds. We may have a refund policy for some of our Paid Services, and we'll also provide refunds if required by law. In all other cases, there are no refunds and all payments are final.

6. Feedback

We love hearing from you and are always looking to improve our Services. When you share comments, ideas, or feedback with us, you agree that we're free to use them without any restriction or compensation to you.

7. General Representation and Warranty

You represent and warrant that your use of our Services:

  • Will be in strict accordance with the Agreement;
  • Will comply with all applicable laws and regulations (including, without limitation, all applicable laws regarding online conduct and acceptable content, licensing, privacy, data protection, the transmission of technical data, the use or provision of financial services, notification and consumer protection, unfair competition, and false advertising);
  • Will not be for any unlawful purposes, to publish illegal content, or in furtherance of illegal activities;
  • Will not infringe or misappropriate the intellectual property rights of ShadowPOS LLC or any third party;
  • Will not overburden or interfere with our systems or impose an unreasonable or disproportionately large load on our infrastructure, as determined by us in our sole discretion;
  • Will not disclose the personal information of others in violation of the Agreement;
  • Will not be used to send spam or bulk unsolicited messages;
  • Will not interfere with, disrupt, or attack any service or network;
  • Will not be used to create, distribute, or enable material that is, facilitates, or operates in conjunction with, malware, spyware, adware, or other malicious programs or code;
  • Will not involve reverse engineering, decompiling, disassembling, deciphering, or otherwise attempting to derive the source code for the Services or any related technology that is not open source; and
  • Will not involve renting, leasing, loaning, selling, or reselling the Services or related data without our consent.

8. Specific Service Terms

Third-Party Payment Processing. ShadowPOS partners with third-party payment processors, like GPS Pay, to provide card terminals and payment processing services. Your use of these services is subject to the terms and conditions of the respective payment processor. We are not a party to your agreement with the payment processor and are not liable for their services.

Disclaimer. ShadowPOS LLC does not provide legal, tax, or accounting advice. You should consult your own legal, tax, and accounting advisors to ensure compliance with all applicable laws and regulations.

Payment Compliance. You are responsible for complying with all applicable payment card industry standards, including the Payment Card Industry Data Security Standard (PCI DSS), when using our Services for processing transactions.

9. Service Levels and Support

a. Uptime Commitment. We will use commercially reasonable efforts to make the Services available with an uptime of at least 99.9% during each calendar month, excluding scheduled maintenance (which we will notify you of at least 48 hours in advance) and any downtime caused by force majeure events, your misuse, or third-party issues beyond our control.

b. Support Services. We provide support via email and chat during business hours (Monday-Friday, 9 AM-5 PM EST). We aim to respond to critical issues (e.g., system outages) within 2 hours and non-critical issues within 24 hours.

c. Remedies. If we fail to meet the uptime commitment, you may request a service credit equal to 5% of your monthly fee for each full hour of downtime exceeding the threshold, up to a maximum of 50% of your monthly fee. Credits must be requested in writing within 30 days and will be applied to future invoices. This is your sole remedy for downtime.

10. Copyright Policy

As we ask others to respect our intellectual property rights, we respect the intellectual property rights of others. If you believe any Content violates your copyright, please contact us.

11. Intellectual Property

The Agreement doesn't transfer any ShadowPOS LLC or third-party intellectual property to you, and all right, title, and interest in and to such property remains solely with ShadowPOS LLC. ShadowPOS and all other trademarks, service marks, graphics, and logos used in connection with our Services are trademarks or registered trademarks of ShadowPOS LLC or our licensors. Using our Services doesn't grant you any right or license to reproduce or otherwise use any of our or third-party trademarks.

12. Third-Party Services

While using the Services, you may use services, products, or software provided by a third party ("Third-Party Services"), such as our payment processing partners (e.g., GPS Pay) and third-party data providers.

If you use any Third-Party Services, you understand and agree that:

  • Third-Party Services aren't vetted, endorsed, or controlled by us.
  • Any use of a Third-Party Service is at your own risk, and we won't be responsible or liable to you or anyone else for Third-Party Services.
  • Your use of Third-Party Services is governed by their terms and policies.
  • Some Third-Party Services may request or require access to your data. If you grant them access, the data will be handled in accordance with their privacy policy and practices.
  • If you have questions or concerns about how a Third-Party Service operates or need support, contact the Third Party directly.

13. Changes

We may modify the Terms from time to time. If we do, we'll provide notice of the changes, such as by posting the amended Terms and updating the "Last Updated" date. By continuing to use our Services after we've notified you, you agree to be bound by the new Terms.

14. Termination

We may terminate your access to all or any part of our Services at any time, with or without cause or notice, effective immediately. You can stop using our Services at any time, or, if you use a Paid Service, you can cancel at any time, subject to the Fees, Payment, and Renewal section of these Terms. Upon termination, you may request an export of your data within 30 days, subject to our data retention policies.

15. Disclaimers

Our Services are provided "as is." ShadowPOS LLC and its suppliers and licensors hereby disclaim all warranties of any kind, express or implied, including, without limitation, the warranties of merchantability, fitness for a particular purpose and non-infringement. Neither we, nor our suppliers and licensors, make any warranty that our Services will be error free or that access thereto will be continuous or uninterrupted. You understand that you use our Services at your own discretion and risk.

16. Dispute Resolution, Governing Law, and Jurisdiction

Tiered Dispute Resolution Process

The parties agree to resolve any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof (a "Dispute") through the following mandatory tiered process administered by JAMS. This process shall be a condition precedent to any court action, except for seeking provisional remedies as provided below.

a. Friendly Consultation. The parties shall first attempt in good faith to resolve the Dispute through informal negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for the matter. Any party may initiate this step by providing written notice to the other party describing the Dispute with reasonable particularity. Within 15 days after delivery of the notice, the receiving party shall submit a written response. The notice and response shall include (a) a statement of each party's position and a summary of arguments supporting that position, and (b) the name and title of the executive who will represent that party. Within 30 days after delivery of the initial notice, the executives shall meet (in person or virtually) at a mutually acceptable time and place to discuss resolution. All communications during this step are confidential and inadmissible in any later proceeding.

b. Nonbinding Mediation. If the Dispute is not resolved within 30 days after the consultation meeting (or if a meeting does not occur despite good-faith efforts), either party may submit the Dispute to JAMS for nonbinding mediation. The parties will cooperate with JAMS and each other to select a mediator from the JAMS panel and schedule the mediation within 45 days of the request. The parties agree to participate in good faith and share equally in the mediation costs. All offers, conduct, and statements during mediation are confidential and inadmissible in any later proceeding, except as otherwise required by law.

c. Binding Arbitration. If the Dispute is not resolved through mediation within 60 days of the mediation request (or if mediation does not occur despite good-faith efforts), the Dispute shall be submitted to JAMS for final and binding arbitration under its Comprehensive Arbitration Rules and Procedures (or Streamlined Rules if the Dispute involves less than $250,000). The arbitration shall be conducted in Kent County, Delaware by one neutral arbitrator selected in accordance with JAMS rules. The arbitrator shall apply the substantive law of Delaware (excluding conflict of law provisions) and may award any relief available in a court of competent jurisdiction, except as limited below. Judgment on the award may be entered in any court having jurisdiction. The parties acknowledge that this Agreement involves interstate commerce and that the Federal Arbitration Act (9 U.S.C. §§ 1-16) governs the arbitration.

d. Class Action Waiver. All Disputes must be brought on an individual basis only. The parties waive any right to have a Dispute heard as a class, collective, representative, or private attorney general action. The arbitrator shall not have authority to join or consolidate claims by or against other persons or entities, or to hear or decide any Dispute on a class or representative basis. If this waiver is found unenforceable, the entire arbitration provision shall be null and void.

Additional Provisions

  • Provisional Remedies: This section does not prevent either party from seeking provisional or emergency remedies (e.g., injunctions) from a court of competent jurisdiction to preserve the status quo pending arbitration.
  • Confidentiality: The arbitration proceedings and award shall be confidential, except as necessary for enforcement or as required by law.
  • Costs and Fees: Each party bears its own costs, but the arbitrator may award reasonable attorneys' fees and costs to the prevailing party if permitted by applicable law.
  • Statutes of Limitation: All applicable statutes of limitation shall be tolled from the date of the initial notice under subsection (a)(i) until 15 days after the earliest date arbitration may be initiated under subsection (a)(iii).
  • Enforceability: If any part of this section is held invalid, the remainder shall remain in effect, except as noted in the class action waiver.

Governing Law and Jurisdiction. Except as provided above regarding arbitration, this Agreement and any access to or use of our Services will be governed by the laws of the state of Delaware, U.S.A., excluding its conflict of law provisions. The proper venue for any non-arbitrable disputes will be the state and federal courts located in Kent County, Delaware.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SHADOWPOS LLC, ITS AFFILIATES, SUPPLIERS, LICENSORS, OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUCH DAMAGES INCLUDE, BUT ARE NOT LIMITED TO, LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITIES, OR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. IN NO EVENT WILL THE AGGREGATE LIABILITY OF SHADOWPOS LLC, ITS AFFILIATES, SUPPLIERS, OR LICENSORS UNDER OR RELATING TO THIS AGREEMENT OR THE SERVICES EXCEED THE TOTAL FEES PAID BY YOU TO US UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

The foregoing limitations will not apply to: (i) damages arising from gross negligence, willful misconduct, or fraud by ShadowPOS LLC; (ii) breaches of confidentiality obligations under this Agreement; (iii) indemnification obligations under Section 17; or (iv) infringement or misappropriation of intellectual property rights.

Neither party will be liable for any failure or delay in performing its obligations under this Agreement to the extent such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials ("Force Majeure Events"). The affected party will promptly notify the other party of the Force Majeure Event and use reasonable efforts to mitigate its effects.

18. Indemnification

You agree to indemnify and hold harmless ShadowPOS LLC, its contractors, and its licensors, and their respective directors, officers, employees, and agents from and against any and all losses, liabilities, demands, damages, costs, claims, and expenses, including attorneys' fees, arising out of or related to your use of our Services, including but not to your violation of the Agreement.

19. US Economic Sanctions

You agree that our ability to provide our Services to you is subject to compliance with US sanctions. By using the Services, you represent and warrant that you are not located in or a national of any country subject to U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country, and that you are not listed on any U.S. Government list of prohibited or restricted parties.

20. Translation

These Terms were originally written in English (US). We may translate these terms into other languages, and in the event of a conflict between a translated version of these Terms and the English version, the English version will control.

21. Miscellaneous

The Agreement constitutes the entire agreement between ShadowPOS LLC and you concerning our Services. If any part of the Agreement is unlawful, void, or unenforceable, that part is severable from the Agreement, and does not affect the validity or enforceability of the rest of the Agreement. A waiver by either party of any term or condition of the Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. We may assign our rights under the Agreement without condition. You may only assign your rights under the Agreement with our prior written consent.

22. Confidentiality

a. Definition. "Confidential Information" means any non-public information disclosed by one party (the "Discloser") to the other (the "Recipient") that is designated as confidential or that reasonably should be considered confidential, including business data, customer information, and technical details related to the Services.

b. Obligations. The Recipient will use Confidential Information only for the purposes of this Agreement and will protect it using at least the same degree of care as it uses for its own confidential information, but no less than reasonable care. The Recipient will not disclose Confidential Information to third parties without the Discloser's prior written consent, except as required by law.

c. Exclusions. Confidential Information does not include information that: (i) is or becomes publicly known through no fault of the Recipient; (ii) was known to the Recipient prior to disclosure; or (iii) is independently developed by the Recipient without reference to the Discloser's information.

d. Duration. These obligations survive termination of the Agreement for 3 years.