End-User License Agreement

1.1 The App provides you with the ability to generate and print food labels — including product, allergen, date, and price labels — by accessing your catalogue and menu item data from the Clover Point of Sale system and formatting it for printing on compatible label hardware.

1.2 Developer grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term of this Agreement to use the App solely for your internal business purposes. You will not distribute, lease, rent, host, sublicense, transfer, sell, export, modify, reverse engineer, decompile, copy, benchmark, create derivative works from, or attempt to derive the source code for the App. This license grants no rights to Developer's or any third party's trademarks, logos, trade dress, or other intellectual property unless provided with the App. Developer reserves all right, title, interest, and license to the App not specifically granted to you. You will preserve and display any proprietary notices associated with the App.

1.3 The App may update automatically, and you may be required to accept updates to continue using it. Developer may perform maintenance, which may result in service interruptions. Developer may not support older versions. You are responsible for obtaining all equipment and services (e.g. Internet connectivity, compatible label hardware) necessary to use the App.

This Agreement commences when you accept or otherwise download, install, copy, or use the App, and continues month-to-month until terminated (the "Term").

3.1 Developer may suspend or terminate your use of the App if (1) you violate this Agreement; (2) Developer believes your use may damage its reputation or intellectual property rights; (3) Developer suspends or terminates its agreement with any third party involved in providing the App; (4) you exceed normal and reasonable usage; (5) you experience a bankruptcy or insolvency event; or (6) you use the App for any fraudulent, illegal, or unauthorized purpose, or engage in willful misconduct.

3.2 You may terminate this Agreement at any time, for any reason, by providing notice to Developer. Termination is effective at the end of the then-current monthly period in which you give notice.

4.1 Neither party will disclose non-public information about the other's business, including the terms of this Agreement, technical specifications, customer lists, or operational, strategic, or financial information ("Confidential Information"). Confidential Information excludes information that (1) becomes publicly available through no fault of the recipient; (2) the recipient lawfully possessed before disclosure; (3) is independently developed; or (4) is received from a third party not obligated to keep it confidential. Each party will maintain reasonable safeguards to protect the other's Confidential Information.

4.2 Neither party may disclose the other's Confidential Information except (1) to directors, officers, employees, or representatives who need to know it to perform under this Agreement; (2) in response to a subpoena or court order; or (3) as required by law.

4.3 Developer may use data obtained through the App to provide its services, for research and development, or in aggregated and anonymized form to provide services generally, all subject to applicable Laws. Information Developer collects is subject to Developer's privacy policy, accessible at https://mydill.com/clover/privacy.

4.4 You may provide comments or ideas about the App ("Ideas"). By submitting Ideas, you agree that (1) they are not Confidential Information; (2) they are not subject to use or disclosure restrictions; (3) you claim no rights in them; and (4) Developer has no obligation to notify or compensate you for their use. You release Developer from all liability arising from the use of any Idea you submit.

You will register for an account with Developer to use the App, provide accurate information, and keep it current. You are responsible for safeguards to prevent unauthorized access to your account, and must notify Developer of any security breach involving your account or the App. You are responsible for any unauthorized access arising through your systems or account. You are responsible for backing up and maintaining the accuracy of any content created, stored, or accessed through your use of the App.

6.1 The App is provided "as-is" and "as-available." You are solely responsible for determining if the App meets your needs. Developer disclaims all warranties, express or implied, including security, merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation. Developer is not responsible for errors arising from the App's interaction with other applications.

6.2 You will indemnify Developer and its directors, officers, employees, agents, subsidiaries, and affiliates against any third-party claims for losses, damages, costs, or expenses (including reasonable attorneys' fees) ("Losses") resulting from your use or misuse of the App or your breach of this Agreement. Developer may assume the defense of any such claims at your expense, and you will cooperate. You will not settle any third-party claims involving more than the payment of money without Developer's written consent.

6.3 To the extent permitted by law, Developer will not be liable for any lost profits, revenues, or business opportunities, nor any exemplary, punitive, special, indirect, incidental, or consequential damages, regardless of foreseeability.

6.4 Developer's total aggregate liability for all Losses arising from any cause (regardless of the form of action or legal theory) in connection with this Agreement will not exceed one hundred U.S. dollars (US$100).

You authorize Developer to communicate with you electronically using the contact information you provide. You are responsible for any fees charged by your communications provider for these communications.

8.1 The App Provider will only process Merchant Data and Personal Information on behalf of, and as Service Provider of, the Merchant, and will not collect, retain, use, or disclose that data for any purpose other than to perform its obligations under this Agreement, as permitted under the CCPA and other applicable privacy and data protection laws ("Privacy Laws"). The App Provider will not "sell" (as defined by Privacy Laws) any such personal information.

8.2 The App Provider will not collect, use, retain, disclose, sell, or otherwise make Merchant Data or Personal Information available for its own commercial purposes or in any way that does not comply with Privacy Laws.

8.3 The App Provider will limit personal information collection, use, retention, and disclosure to activities reasonably necessary and proportionate to provide the Services.

9.1 The App Provider will reasonably cooperate with and assist the Merchant in meeting its Privacy Law compliance obligations and respond to related inquiries, taking into account the nature of the App Provider's processing and the information available to it.

9.2 If the App Provider receives a request from a Merchant's data subject to exercise rights under Privacy Laws, it will redirect the data subject to make the request directly to the Merchant. The Merchant is responsible for responding. The App Provider will comply with reasonable requests by the Merchant to assist with its response.

9.3 The App Provider will notify the Merchant promptly if it receives any complaint, notice, or communication relating to either party's compliance with Privacy Laws in connection with the Services.

10.1 You represent and warrant that you have authority to enter into this Agreement.

10.2 Developer may modify this Agreement from time to time and will notify you (through the App, email, a website, or by changing the date at the top of this Agreement). Your continued use indicates acceptance of any modifications. You must stop using and uninstall the App if you do not agree to a modification.

10.3 Each party will comply with the laws that apply to its performance under this Agreement, including laws related to the collection and use of consumer information obtained via the App. You will not use the App to access, store, or transmit materials that are tortious, libelous, or offensive; contain malicious code; or infringe third parties' intellectual property rights.

10.4 This Agreement is governed by the laws of the State of Delaware, without regard to its conflicts of law principles. The state and federal courts located in Delaware are the proper venue for any proceedings in connection with this Agreement. Both parties waive their rights to a trial by jury in connection with this Agreement.

10.5 This is the entire agreement between the parties and supersedes any prior agreements on its subject matter. Any invalid or unenforceable terms will be severed, and the remaining terms will continue in effect. Developer does not waive its rights by delaying or failing to exercise them. The parties are independent contractors; this Agreement creates no agency, partnership, or joint venture.

10.6 You may not assign this Agreement without Developer's written consent. Developer may assign this Agreement without notice or your consent.