Terms of Service

1. Introduction

These Terms of Service (as updated from time to time, Terms) apply as between you (including your authorized employees and agents) and Clover (defined below), and govern your access to and use of Clover's products and services (including, but not limited to, any version of the Clover Go application and Clover Online Services) (collectively, Clover Services). References in these Terms to Clover means Clover Network, LLC where the relevant Location is the United States of America, and the applicable affiliate of Clover Network, LLC where the relevant Location is outside of the United States of America. Location means the relevant country of incorporation of Clover Network, LLC or its applicable affiliate, with which you have contracted with for the provision of Clover Services (and as may be referred to as the Territory in such contracts outside of the United States of America).

2. Accepting the Terms; Use of the Clover Services

2.1 You accept these Terms when you use any of the Clover Services or click to accept these Terms (where this option is made available to you). Your acceptance of these Terms creates a contract between you and Clover. You cannot use the Clover Services if you do not accept the Terms. When you accept the Terms on behalf of your business, you represent to Clover that you have the authority to use the Clover Services and to bind the business to the Terms.

2.2 After you accept the Terms, Clover will give you credentials to create a Clover Account. You shall provide Clover with honest, accurate, current, and complete information about you and your business (Account Information) and update your Account Information promptly after any changes. Clover may terminate your Clover Account and your access to the Clover Services if your Account Information is inaccurate or incomplete. You may use the Clover Account to connect to your Clover webpage (Clover Dashboard) via most internet browsers. You are responsible for any activity associated with your Clover Account. At any time, Clover may change the applications and their functionality that make up the Clover Services.

2.3 The Clover Services may provide you with access to the Clover App Market and links to software applications that you may obtain from Clover or third-party developers (each, an App) through the Clover Services. Although third-party Apps may interface or function with the Clover Services, these Apps are not part of the Clover Services; App developers provide Apps directly to you. You must enter into separate agreements with the App developers to use the Apps. You are solely responsible for your use of all Apps, compliance with corresponding agreements for Apps, and any associated fees or charges for the Apps. You use Apps at your own risk.

2.4 Some Clover Services and applications may have additional terms that you must agree to before you can use them. You shall comply with these terms and any operating procedures, requirements, and guidelines applicable to your use of the Clover Services, including the Clover App Market Terms of Use.

2.5 Your actions in connection with fulfilling services, including, but not limited to, a Food Order (Food Services), a Service Appointment (Business Services), and your third party service providers' services must comply with all Applicable Laws, including but not limited to privacy laws and data protection laws (Data Protection Laws), including to the extent applicable, providing all reasonably requested assistance to Clover with: (a) providing individuals with rights in connection with Personal Information in a timely manner, including the ability of individuals to: (i) access or receive their Personal Information in an agreed upon format; and (ii) correct, amend, or delete Personal Information where it is inaccurate, or has been processed in violation of applicable Data Protection Laws; and (b) responding to enquiries from data subjects or entities with supervisory or regulatory authority over either party concerning its processing of Personal Information.

2.6 In connection with the Clover Services, you will not, and will not authorize any third party to: (a) generate automated, fraudulent, or otherwise invalid activity; (b) conceal ad- or transaction-related activity that must be disclosed under Applicable Laws or these Terms; (c) use any automated means or data scraping or extraction to access or collect information except as expressly permitted by Clover; (d) provide inaccurate or outdated information; (e) engage in deceptive, misleading, and/or unethical practices; (f) alter, interfere with, or otherwise tamper with customer reviews; (g) attempt to interfere with the proper functioning of Clover Services; or (h) use, store, or share any customer information for purposes other than fulfilling an online order, Food Order, or Service Appointment.

2.7 You are responsible for your acts and omissions, as well as the acts and omissions of your third party service providers. You may not state or imply that you are an employee or affiliate of Clover or its affiliates.

2.8 You will cooperate if Clover or its partners (at Clover's request) seek to gather information about you, your third party service providers, or your services to verify identity, confirm compliance with Applicable Laws, these Terms, your payment processing agreement, for quality assurance purposes, or as required to access and use Clover Services.

2.9 You will work with Clover in good faith to provide a positive customer experience. Any use by you of Clover's name (including in connection with any message or communication to a customer or third party service provider) will require Clover's written pre-approval, except otherwise allowed by these Terms.

2.10 You are solely responsible for establishing and making your customers aware of your own cancellation and refund policies. Clover is not responsible for facilitating refunds or assisting with canceled orders.

3. Grant of License

Clover grants you a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense or assign in any way, to access and use the Clover Services for your internal business use solely in the Location, to manage your business and/or conduct associated point of sale activities in accordance with these Terms.

4. Restrictions

You shall not and shall not permit any third party to: (a) access or attempt to access the Clover Services (or any part) that is not intended to be available to you; (b) access or use the Clover Services through any time-sharing service, service bureau, network, consortium, or other means; (c) without Clover's advance written consent, use, ship or access the Clover Services outside or from outside of the Location; (d) perform or attempt to perform any actions that would interfere with the proper working of the Clover Services, prevent access to or use of the Clover Services by other users, or impose a large load on Clover's infrastructure; (e) use the Clover Services except as permitted in these Terms; or (f) use the Clover Services in a manner that violates Fiserv Solutions, LLC's Acceptable Use Policy available at https://www.fiserv.com/en/legal/acceptable-use-policy.html (AUP), which forms a part of these Terms.

5. Other Requirements and Limitations

5.1 Your use of the Clover Services accessed wirelessly or through the Internet is subject to: (a) the terms of any agreements you have with your Internet/data provider; and (b) availability, transmission range and uptime of the services and any wireless equipment.

5.2 The Clover Services do not function with every mobile device. Clover may alter which devices are approved as compatible with the Clover Services in Clover's discretion.

5.3 You agree that Clover shall not have any liability to you arising directly or indirectly from or otherwise concerning: (a) any termination, suspension, delay or disruption of the Clover Services related to the Internet, any common carrier or any third party service provider or mobile network; (b) any failure, disruption or malfunction of the Clover Services, the Internet, or any communications network, facility or equipment beyond Clover or a third party's reasonable control; (c) your failed attempts to access the Clover Services or to complete transactions via the Clover Services or mobile devices that are not compatible with the Clover Services; or (d) any failure to transmit, obtain or collect data or for human, machine or software errors or faulty or erroneous input by you.

6. Communicating with Customers

6.1 You must comply with Applicable Laws, including by obtaining any legally required consent, when collecting and using customer contact details to communicate with your customers through the Clover Services. You must promptly honor any customer opt-out.

6.2 You may not use the Clover Services to send marketing communications except to the contact information provided directly to you by the consumer and with the proper consumer choice as required by law.

7. Third Party Services

7.1 Your Clover dashboard may enable you to obtain services, products, or promotions provided by third parties and not by Clover (Third Party Services). If you decide to use Third Party Services, you will be responsible for reviewing and understanding the terms and conditions associated with the Third Party Services. Any access of or content downloaded or otherwise obtained through your use of the Third Party Services is at your own risk. Clover will not be responsible for any actions or any failures to act of any third party, and expressly disclaims all liability related to any Third Party Services.

7.2 By using Google Pay (where applicable) you hereby agree to Google Pay API Terms of Service.

8. Maintenance

8.1 Clover may perform maintenance on the Clover Services which may result in service interruptions, delays, or errors. Clover will not be liable for any such interruptions, delays, errors, or bugs.

8.2 Clover may release enhancements, improvements, or other updates to the Clover Services. You shall integrate and install any update into your systems within 30 days of your receipt of notice from Clover that such actions by you are required. Failure to install any updates in a timely fashion may impair the functionality of the Clover Services.

8.3 Certain software can automatically install, download, and/or deploy updated and/or new components. You shall not, in any event or in any manner, impede the update process. You agree to assume full responsibility and to indemnify Clover for all damages and losses arising from your impeding the update process.

9. Fees

For your use of the Clover Services, you agree to pay the applicable fees, and all applicable taxes. Clover may add or change fees for Clover Services at any time and, if it does, it will provide you with 30 days' notice. If you dispute any amounts you are charged, you must notify Clover in writing within 30 days of incurring the charge. If you notify Clover after 30 days, you agree Clover has no obligation to effect any adjustments or refunds. Clover may charge your customers fees for their use of certain Clover Services. Clover may appoint certain of its affiliates to undertake collection activities for unpaid amounts due and you must attorn to these affiliates as if they were Clover. Clover and its affiliates may offset any amounts owed and may debit the account you have provided to satisfy any delinquent amounts.

10. Term and Termination

10.1 Your obligations under these Terms continue for the longer of your use of the Clover Services, until you or we terminate your Clover Account by giving the other 30 days' notice, or as otherwise provided in these Terms.

10.2 Clover may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Clover Services without any notice and liability for any reason, including if in Clover's sole determination you violate any provision of these Terms or have breached any agreement you have with Clover's affiliates.

10.3 Upon termination of these Terms for any reason, you must immediately stop using the Clover Services. Upon your termination, Clover will provide you with a reasonable period of time to allow you to extract your Account Data that Clover has stored on its servers as of the termination date. Subject to Applicable Laws and card association rule requirements, Clover will delete Account Data stored on Clover's servers upon your termination, and Clover will not be liable to you or any third party for termination of access or deletion of your Account Data.

10.4 The rights, obligations, and limitations in these Terms which by their nature should survive, including those of Sections 5.3, 8.2, and 8.3, and Articles 2, 10, 11, 13, 14, 15, 16, 17, 18, and 22, will survive termination of these Terms.

11. Privacy and Data Use

11.1 All data collected via the Clover website or in connection with your application for and use of the Clover Services (collectively Clover Data) is collected by Clover. The Clover Privacy Notice (also available at clover.com/privacy-policy) describes Clover's collection, use, disclosure, and other practices in connection with personal data. The Clover Services may generate automated responses (Output) in response to your interaction, chat, or query (Input). You represent and warrant that: (i) Clover's use of the Input will not infringe or violate any third party rights or cause a breach of any agreement between you and any third-party and (ii) you have all rights and permissions required to submit Input to Clover.

11.2–11.10 You shall comply with all Applicable Laws pertaining to privacy, confidentiality, collection, usage, sharing, security, and protection of personal information. You must implement reasonable security measures to protect personal information. You shall provide Clover a link to your terms of service and privacy policy via the Clover Dashboard. You must ensure that any third parties with which you share personal information will provide the same level of privacy and data security protection. You must respond in a legally appropriate manner to any legally valid requests from individuals pertaining to privacy or data subject rights. When you install an App, you authorize Clover to process and transfer personal information to facilitate your use of the App. Clover may process Clover Data to create aggregated, anonymized, or de-identified information for its lawful business purposes. Unless you have received prior written consent from Clover, you may not use the Clover Services to process certain sensitive categories of personal information or protected health information under HIPAA. You agree to provide reasonable assistance to help Clover comply with its privacy or data protection legal obligations and to promptly notify Clover of any opt-outs and data subject rights requests.

12. Protecting Information

12.1 You shall safeguard all confidential information Clover supplies or makes accessible to you using a reasonable degree of care. You shall only use Clover's confidential information for the purposes of these Terms and shall not disclose it to any person, except as Clover may agree in advance in writing. At Clover's request, you shall return or destroy all of Clover's confidential information in your possession or control.

12.2 You are solely responsible for ensuring that your account numbers, passwords, security questions and answers, login details and any other security or access information are kept safe and confidential. You must prevent unauthorized access to and use of any of your information or data used with or stored in or by the Clover Services (Account Data). You are responsible for all uses of the Clover Services in association with your Account Data, whether or not authorized by you. You must immediately notify Clover if you become aware of any loss, theft, or unauthorized use of any Account Data. Clover reserves the right to deny you access to the Clover Services if Clover believes that any loss, theft or unauthorized use has occurred.

12.3 You may submit comments or ideas about the Clover Services. By submitting any idea, you agree that Clover expressly disclaims any confidentiality obligations with respect to any idea; your submission will be non-confidential; and Clover and/or its affiliates are free to use and disclose the idea on an unrestricted basis without notifying or compensating you. You release Clover and/or its affiliates from all liability arising from Clover's receipt, review, use or disclosure of any idea.

13. Intellectual Property

13.1 All right, title and interest in and to all confidential information and intellectual property related to the Clover Services (including Marks, all software, content, processing techniques, procedures, algorithms, and methods and any updates or derivative works), owned, developed or licensed by Clover, shall remain Clover's or its affiliates', vendors' or licensors' sole and exclusive property. Clover reserves its rights in and to all Output. You may not use Marks in any manner without Clover's prior written consent. Marks means Clover's names, logos, emblems, brands, service marks, trademarks, trade names, taglines, or other proprietary designations.

13.2 You shall not: (a) decompile, disassemble, reverse engineer, or otherwise attempt to discover source code or algorithms of the Clover Services, except to the extent expressly prohibited by law; (b) modify, translate, or alter the Clover Services or the Marks; (c) create derivative works of the Clover Services or the Marks; (d) except for backup and archival purposes, copy the Clover Services; (e) republish, upload, post, transmit, disclose, or distribute the Clover Services except as permitted in these Terms; or (f) remove or alter any proprietary rights notices from the Clover Services or the Marks.

13.3 If Clover provides you with copies of or access to any software or documentation, that software and documentation is provided on a personal, non-exclusive, non-transferable, revocable limited license for the period of your subscription and solely for you to access and use the Clover Services for its intended purpose on devices owned or licensed by you.

13.4 You shall not take any action inconsistent with Clover's title and ownership. You will not file any action that challenges the ownership of any part of the Clover Services. Failure to comply will constitute a material breach of these Terms.

14. Clover Services Disclaimer

Use of the Clover Services is at your own risk. To the maximum extent permitted by Applicable Laws, the Clover Services are provided "as-is". Clover disclaims all representations or warranties regarding quality, suitability, merchantability, or fitness for a particular purpose. Clover disclaims all representations or warranties that the Clover Services will operate uninterrupted or error free; that the Clover Services are secure, free of viruses or other harmful components; or that the Clover Services do not infringe the rights of any person. Due to the non-deterministic nature of large language models, Output may not be unique and may be inaccurate, incorrect, offensive or otherwise undesirable. CLOVER WILL NOT HAVE ANY LIABILITY FOR ANY LOSS OR DAMAGES RELATING TO OR ARISING FROM INPUT, THE OUTPUT OR THEIR USE. You will evaluate the content, nature, tone and accuracy of any Output as appropriate for the applicable use case.

15. Your Responsibilities

15.1 You shall comply with all Applicable Laws related to use of the Clover Services and use the Clover Services only in the manner permitted in these Terms. You shall not use the Clover Services for illegal purposes.

15.2 You are solely responsible for obtaining all required permits, consents and licenses, monitoring legal developments, interpreting Applicable Laws, determining compliance requirements, and maintaining an on-going compliance program.

15.3 You are solely responsible for ensuring the accuracy, quality, integrity, legality and appropriateness of all information and data regarding your business that you provide to Clover. Clover and its service providers disclaim any and all liability arising out of any inaccuracies in such information or data.

15.4 With respect to online ordering and delivery of alcohol, you shall comply with all directives that Clover provides and all Applicable Laws. If you sell alcoholic beverages, you are responsible for obtaining and maintaining all current alcoholic beverage licenses. Where the Location is the United States of America, you must ensure that any customer who places an order for an alcoholic beverage is 21 years of age or older.

16. Limitations on Liability and Damages

Neither Clover nor its affiliates or directors, officers, employees, agents, or subcontractors will be liable under any theory of tort, contract, or other legal theory for lost profits, lost revenues, lost business opportunities, exemplary, special, punitive, incidental, indirect, or consequential damages arising out of or related to these Terms. Clover's (and its affiliates') cumulative liability for all losses, claims, suits, controversies, breaches, or damages for any cause will not exceed the amount of fees received by Clover under these Terms for the three month period immediately preceding the month in which such liability arose.

17. Indemnity

You will indemnify, defend, and hold Clover harmless (and Clover's employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including reasonable attorneys' fees) arising out of any claim, action, audit, investigation, or other proceeding that arises out of or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Terms; (b) your wrongful or improper use of the Clover Services or any Third Party Services; (c) any transaction submitted by you through the Clover Services; (d) your violation of any third-party right, including privacy, publicity or intellectual property rights; (e) your use of any personal information obtained in connection with your use of the Clover Services; (f) the activities under your Account, or any other party's access and/or use of the Clover Services; (g) your failure to maintain reasonable security; (h) any data breach or information security incident arising from your action or inaction; (i) your violation of any law, rule or regulation; or (j) any other party's access and/or use of the Clover Services with your credentials.

18. Representation and Warranties

You represent and warrant that: (a) you are validly existing, in good standing and have the right, power, and authority to enter into and perform under these Terms; (b) any sales transaction submitted by you is genuine and arises from a genuine sale or service that you directly sold or provided, accurately describes the goods or services sold and delivered, and represents the correct amount; (c) you will fulfill all of your obligations to each customer and will resolve any consumer dispute or complaint directly with the consumer; (d) you, all transactions initiated by you and your use of the Clover Services will comply with all Applicable Laws; (e) except in the ordinary course of business, no sales transaction submitted by you will represent a sale to any principal, partner, proprietor, or owner of your entity; (f) you will not fraudulently use the Clover Services; (g) you have obtained all necessary rights or given any necessary notices required for Clover to process Clover Data as set forth in these Terms; and (h) you are not engaged in and will not accept payment for any illegal activity.

19. Consent to Electronic Communication

19.1 You agree that Clover, its affiliates and its third party subcontractors and/or agents, may use an automatic telephone dialing system, an artificial or pre-recorded voice, or both, to contact you at the telephone number(s) you have provided, and/or may leave a detailed voice message if you are unable to be reached, even if the number provided is a cellular or wireless number or if you have previously registered on a Do Not Call list.

19.2 You consent to receiving commercial electronic messages, including e-mail messages, SMS and text messages, and telephone calls, from Clover, its affiliates and its third party sales contractors and/or agents.

20. Amendment

Clover has the right to change or add to these Terms at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of the Clover Services with notice that Clover in its sole discretion deems to be reasonable in the circumstances, including providing notice on Clover's website or via email. Any use of the Clover Services after Clover's publication of any such changes shall constitute your acceptance of these Terms as modified.

21. Assignment

These Terms, and any rights or licenses granted hereunder, may not be transferred or assigned by you without Clover's prior written consent, but may be assigned by Clover without restriction.

22. General Provisions

These Terms are a complete statement of the agreement between you and Clover and describe the entire liability of Clover, its affiliates, its vendors, and its suppliers and your exclusive remedy with respect to your use and access to the Clover Services. In the event of a conflict between these Terms and the Privacy Notice, the Privacy Notice shall prevail. These Terms shall be governed and construed in accordance with the laws of the State of New York where the Location is the United States of America, and in all other cases, the laws of the relevant Location, without regard to its conflicts of laws provisions. You and Clover agree to submit to the exclusive jurisdiction of the courts located within the County of Suffolk, New York where the Location is the United States of America, and in all other cases, the courts of the relevant Location. If any provision of these Terms is invalid or unenforceable under Applicable Laws, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible, and the remaining provisions will continue in full force and effect. No waiver of any provision shall be deemed a further or continuing waiver of such provision or any other provision. Notices sent to your last known e-mail address or postal address, as indicated in our records, shall constitute effective notice to you under these Terms.

23. Contacting Clover

If you have any questions about these Terms, please contact Clover at legal@clover.com. Except as otherwise stated in these Terms, all notices to Clover required or permitted in these Terms relating to the Clover Services shall be in writing and sent by postal mail as follows, where the Location is:

(a) the United States of America: Clover Network, LLC, Attention: Investigation Department, 415 North Mathilda, Sunnyvale, CA 94085;

(b) outside of the United States of America: The applicable affiliate of Clover Network, LLC, to their address for notices as outlined in the relevant contract pursuant to which you purchased or leased a device and/or receive Clover Services. Notices shall be effective when actually received or, if sent by courier, when delivered.

For questions about Soireeinc's sale or support of Clover products and services, contact Soireeinc:

Email: sales@soireeinc.com

Phone: +1 214-831-4739

Address: 1510 Randolph St. Ste 208, Carrollton, TX 75006

You can also reach us through our contact page.