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Scallix Inc. – General Terms and Conditions of Sale and Use.


These General Terms and Conditions (“Terms”) govern all sales, services, and interactions between Scallix Inc. (“Scallix”) and any purchaser, lessee, operator, or user of its systems (“Client” or “Operator”). By entering into a Service Commitment or using any aspect of the Scallix Automation System, the Client agrees to be bound by these Terms.


DEFINITIONS

“Scallix Automation System” refers to the integrated suite of Scallix technologies and services, including but not limited to:

  • Scallix Stations – Smart vending machines, coolers, fridges, and associated hardware
  • Shekel Management Console (Powered by Shekel) – Installed or embedded software used to operate the system
  • SaaS Services – Scallix’s cloud-based portals, dashboards, and device connectivity tools
  • Professional Services – Installation, onboarding, marketing assistance, training, and technical support

“Service Commitment” refers to any executed Sales Agreement, Service Order, Lease Agreement, Subscription or Marketing Plans, or Contract referencing these Terms.

AGREEMENT SCOPE

These Terms, together with any applicable Service Commitment, form the entire agreement between Scallix and the Client. Any additional or conflicting terms proposed by the Client are expressly rejected unless agreed in writing by Scallix. No verbal communications or unsigned documents shall supersede these Terms.

EQUIPMENT SALES, TITLE & RISK OF LOSS

  • Title to any Scallix equipment transfers only upon full receipt of payment.
  • Until full payment is received, all equipment remains the property of Scallix, regardless of delivery.
  • Ex Works (EXW) method delivery.
    • Scallix responsibility ends when the goods are made available for pickup at their premises.
    • The buyer is responsible for all transportation, export/import duties, insurance, and delivery logistics from that point on. Risk of loss or damage transfers to the Client upon delivery to the Client or handover to a third-party carrier, whichever occurs first.
  • Equipment may not be resold, transferred, or encumbered until ownership has transferred.

Detention of Drivers and Vehicles
Scallix’s freight terms require timely readiness for unloading at the destination. Detention time will be calculated from the moment the vehicle arrives at the consignee’s location and the consignee’s responsible representative is notified of the vehicle’s readiness to unload, until unloading is completed and the delivery receipt is signed. Delays beyond the allowed free time, except those caused by the fault, negligence, or circumstances within the carrier’s control—will incur detention charges of minimum $150.00 per hour after the first 30 minutes free time, this charge will be payed by the customer.

FEES, BILLING & PAYMENT TERMS

  • All fees, including subscription charges, service fees, or purchase prices, are outlined in the applicable Service Commitment.
  • Unless otherwise stated, fees are exclusive of all applicable taxes.
  • Payments are due per the agreed-upon schedule; overdue payments are subject to a 10% annual interest rate or the maximum rate permitted by law.
  • Scallix reserves the right to suspend services or withhold proceeds if the Client is in default.
  • Scallix may revise pricing for services or subscriptions with at least 30 days' prior written notice.

PAYMENT PROCESSING

  • unless another payment timeframe is indicated on either the invoice or the order the minimum processing fee will be 4.2% +10c per transaction.
  • Client is responsible for remitting service fees to Scallix.
  • Client assumes full liability for refunds, disputes, and chargebacks. (by using FirstPay portal)
  • Client responsible for any penalties or costs resulting from violations of processor rules.

SERVICE PLANS & CONNECTIVITY

All Scallix Intelligent Stations require an active subscription to maintain full system functionality. Monthly plans cover:

  • Connectivity including router and SIM (with multi carrier).
  • Device monitoring and cloud access
  • Remote diagnostics and software/hardware updates
  • API or dashboard usage
  • Access to customer successes and help desk support

Subscription terms and billing cycles are set forth in the relevant Service Commitment. Lapsed service plans may restrict or disable device features.

LIMMITED WARRANTIES

Scallix Inc. (“Scallix”) warrants to the original purchaser or operator (“Operator”) that its hardware products (the “Equipment”) will be free from material defects in materials and workmanship, subject to the terms and limitations set forth herein (the “Limited Warranty”).

Warranty Coverage

(a) The compressor component of any Scallix Smart Cooler is warranted against material defects for a period of five (5) years from the date of delivery (the “Compressor Warranty Period”).

(b) All other equipment components, including but not limited to weighing systems, sensors, internal electronics, and structural parts, are warranted for a period of one (1) year from the date of delivery (the “Equipment Warranty Period”).

This Limited Warranty is based on, and limited by, the warranty terms provided by the respective original equipment manufacturers. 
Scallix does not extend or expand the manufacturer’s warranty beyond what is explicitly stated herein, unless otherwise agreed upon in writing

Exclusions

This Limited Warranty does not apply in case:

  • In case of any violation of the restrictions mentioned in the user manual User Manual for Imbera Cooler
  • Normal wear and tear; Damage resulting from misuse, abuse, accident, neglect, improper installation, or unauthorized modifications;
  • Equipment that has had its serial number removed, altered, or rendered illegible;
  • Any use of the Equipment that is inconsistent with its intended purpose or with documentation provided by Scallix;
  • Any use, installation, or operation of the Equipment that is inconsistent with the manufacturer’s instructions, safety guidelines, or intended purpose
  • Issues arising from the use of third-party accessories, components, or software not approved by Scallix. 
  • It excludes defects arising from the use of the product in ways not consistent with the instructions or documentation, or from using incompatible accessories, services, or add-ons.
  • Using the cooler outdoor
  • Scallix Inc. is not responsible for diminished cooling performance or any damages resulting from water leaks. 
    The warranty will be void incase the cooler located outdoor and/or in case the cooler will be exposed to direct sun.
  • Scallix Inc. is not liable for any harm or injury caused by improper or negligent use of this equipment. The product must only be operated by an individual over the age of 18, in sound mind, not under the influence of drugs or alcohol, and who has received proper training in its operation while wearing the appropriate safety gear. Any modifications made to the machine will void the warranty and may result in harm to individuals using or standing near the machine during operation.
  • Damage caused by misuse, physical impact, or unauthorized modifications.
  • Electrical damage due to unstable power supply or improper installation.
  • Vandalism or theft.
  • Improper or unauthorized technician repair.
  • Warranty does not apply in cases of misuse, physical damage, unauthorized modifications, improper installation, or third-party tampering, or for refurbished and open box equipment.

Please keep cooler maintenance cleaned Daily or weekly based.

Replacement Parts Outside Warranty.
Clients may request replacement parts outside of the warranty period. Pricing and availability will be provided upon request.

Disclaimer of Liability

To the fullest extent permitted by applicable law:

  • Scallix shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, business interruption, data loss, or reputational harm, arising from or related to a defect or malfunction of the Equipment.
  • Scallix’s total liability under this Limited Warranty shall in no event exceed the original purchase price of the affected Equipment.

Remedy for Breach

If any part of the Scallix equipment fails to meet the standards of this Limited Warranty within the applicable warranty period, the Operator’s sole and exclusive remedy will be, at Scallix’s discretion, repair or replacement of the defective component.

To initiate a warranty claim, the Operator must submit a written notice to Scallix via email at [insert warranty email address] (a “Warranty Claim”). Scallix will respond to each Warranty Claim within one (1) business day, and may request relevant information or documentation to evaluate the claim.

If the Warranty Claim is approved:

  • The Operator must return the defective product to a location designated by Scallix.
  • Scallix or the original equipment manufacturer will repair or replace the warranted item at no additional cost.
  • Shipping costs related to approved Warranty Claims will be covered by Scallix.

Entire Warranty

This Limited Warranty is the sole and exclusive warranty provided by Scallix, and it supersedes all other warranties, express or implied, including without limitation any implied warranties of merchantability or fitness for a particular purpose. No agent, distributor, or other third party is authorized to modify or extend this warranty on behalf of Scallix.

Technical Support

 Scallix Inc. is committed to providing ongoing technical support for all smart vending machines we supply.

Support Channels:

      1. Email: helpdesk@scallix.ai
      2. Website: Submit a Ticket by login the Client Portal
      3. Support Hours: Monday–Friday, 8:30 AM–5:00 PM (EST)

INSURANCE OBLIGATIONS

Upon delivery, the Client shall maintain comprehensive insurance covering:

  • Theft, fire, vandalism, and accidental damage
  • Liability for end-user injury
  • Equipment replacement and business interruption (optional)

Proof of coverage may be requested by Scallix at any time.

INSTALLATION, TRAINING & SUPPORT

Installation, onboarding, and support services are not included unless expressly outlined in a Service Commitment. Optional services include:

  • Site-readiness consulting
  • on-site Installation.
  • Software configuration and branding
  • Technical onboarding and user training

Ongoing technical support and SaaS are available under valid service plans.

COMPLIANCE & REGULATORY RESPONSIBILITY

The Client is solely responsible for compliance with all relevant local, provincial/state, and federal laws governing:

  • Food safety and refrigeration standards
  • Business licenses and health inspections
  • Consumer protection and return policies
  • Payment system certifications and regulations

Scallix provides tools to aid compliance but does not guarantee regulatory approval or certification.

SOFTWARE LICENSE & LIMITATIONS

Scallix grants the Client a non-transferable, non-exclusive, revocable license to use the Shekel Management Console and associated SaaS Services for the duration of the service agreement. Clients shall not:

  • Decompile, reverse engineer, or attempt to access the source code
  • Copy, lease, sublicense, or distribute the software
  • Interfere with, or bypass, any system controls or limits

INTELLECTUAL PROPERTY RIGHTS

All content, designs, branding, data architecture, marketing and training material remain the sole property of Scallix Inc. No rights or licenses are granted except as explicitly described herein. Unauthorized use or replication is strictly prohibited.

Data & Privacy

System Data: Scallix may collect anonymous or aggregated usage data from its systems for the purpose of service optimization, performance monitoring, and operational improvements. This data does not include any personally identifiable information (PII) unless expressly authorized by the Operator.

Scallix is committed to safeguarding all collected data and will take commercially reasonable measures to maintain its confidentiality, integrity, and security

INDEMNIFICATION

The Client agrees to indemnify, defend, and hold harmless Scallix and its affiliates from any claims, liabilities, or damages arising out of:

  • Misuse or improper installation of the equipment
  • End-user complaints or incidents
  • Regulatory violations by the Client
  • Personal injuries or property damage caused by negligence or equipment mismanagement

RETURNS & DEFECTIVE EQUIPMENT

All sales are final unless otherwise agreed in writing. Equipment proven to be materially defective upon delivery will be replaced or repaired under the applicable warranty. Return requests must be submitted in writing within 7 business days of delivery.

FORCE MAJEURE

Neither party shall be liable for any failure to perform caused by events beyond its reasonable control, including but not limited to: acts of God, labor strikes, civil unrest, supply shortages, power failures, pandemics, or government actions. Scallix is not responsible for downtime caused by internet outages, payment processor issues, or cellular failures.

DISPUTE RESOLUTION AND ARBITRATION

In the event of any controversy, claim, or dispute arising out of or relating to these Terms and Conditions, the parties agree to first attempt to resolve the matter in good faith through informal negotiations. If the dispute is not resolved within thirty (30) days of written notice from one party to the other, the matter shall be submitted to final and binding arbitration.

Such arbitration shall be conducted in accordance with the Arbitration Act, 1991 (Ontario), or any successor legislation then in force. The seat of arbitration shall be Toronto, Ontario, Canada, and the language of the proceedings shall be English. The arbitration shall be conducted by a single neutral arbitrator, jointly appointed by both parties, who is independent and qualified to resolve commercial disputes of this nature. The decision of the arbitrator shall be final, binding, and enforceable in any court of competent jurisdiction.

Each party shall bear its own legal costs associated with the arbitration, and the fees of the arbitration proceeding shall be shared equally by the parties, unless otherwise determined by the arbitrator. Nothing in this section shall prevent either party from seeking injunctive or equitable relief in a court of competent jurisdiction where necessary to prevent irreparable harm or to preserve the status quo.

GOVERNING LAW & JURISDICTION

This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Ontario, Canada. The courts of Ontario shall have exclusive jurisdiction over all legal matters related to this Agreement.

AMENDMENTS & WAIVERS

Any modification or waiver of these Terms must be made in writing and signed by both parties. No delay or failure to enforce a provision shall be construed as a waiver of future enforcement.

ENTIRE AGREEMENT

These Terms, along with any referenced documents or Service Commitments, represent the entire agreement between the parties. All prior proposals, understandings, or communications are hereby superseded.

Scallix Inc.
Aug. 2025