Last Updated: February 1, 2026

This End-User License Agreement (“Agreement”) is between the business or individual accepting this Agreement (this business or individual being you/Merchant) and Insight Works (“Developer” or “App Provider”). This Agreement is solely between you and Developer/App Provider, and governs your use of Developer’s software application and the corresponding services it provides (together, along with the associated documentation, proprietary, or intellectual property: the “App”).

Review this Agreement completely. You agree to be bound by the terms of this Agreement when you click “Accept” or otherwise download, install, copy, or use the App, and must accept this Agreement before doing so. If you do not agree to the terms of this Agreement, you must click “Decline” and must not download, install, copy, or use the App.

1. The App

1.1 Functionality

The App will provide you with the ability to accept payments in Counter Sales using Clover payment services.

1.2 License Grant

Developer grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term (defined below) 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 does not grant you any rights to Developer’s (or any third party’s) trademarks, service marks, logos, trade dress, proprietary, or other intellectual property unless provided with the App. Developer reserves all rights not specifically granted under this Agreement. You will preserve and display any proprietary notices, markings, or branding associated with use of the App.

1.3 Updates and Maintenance

The App may update automatically from time to time, and you may be required to accept these updates to continue using the App. Developer may perform maintenance that may result in service interruptions or delays. Developer may not support older versions of the App.

You are solely responsible for obtaining all equipment and services (e.g., Internet connectivity) necessary to access and use the App.

1.4 The App is available for USA and Canada. Canadian French is not supported for Quebec installs.

2. Fees

You will pay Developer a monthly fee for use of the App, automatically collected through your selected payment method during setup. You are responsible for all applicable taxes (excluding taxes based on Developer’s income).

You must notify Developer of billing errors within 120 days from when an error appears on your invoice. After that time, you release Developer from liability for losses resulting from such errors.

3. Term

This Agreement begins when you accept or use the App and continues month-to-month until terminated (“Term”).

4. Suspension and Termination

4.1 Suspension by Developer

Developer may suspend or terminate your use of the App if:

• You violate this Agreement;
• Your use may damage Developer’s reputation or intellectual property;
• Developer’s agreement with a third party supporting the App is terminated;
• You exceed reasonable usage limits;
• You experience bankruptcy or insolvency;
• You engage in fraudulent, illegal, or unauthorized use.

4.2 Termination by Merchant

You may terminate this Agreement at any time by providing notice. Termination is effective at the end of the current billing period. No refunds will be issued for the current billing period.

5. Confidentiality, Data, and Ideas

5.1 Confidential Information

Neither party will disclose non-public business information (“Confidential Information”). Confidential Information excludes information that is publicly available, lawfully possessed prior to disclosure, independently developed, or lawfully received from a third party.

5.2 Permitted Disclosures

Confidential Information may only be disclosed:

• To employees or representatives who need to know;
• In response to legal process;
• As required by law.

5.3 Data Usage

Developer may use data obtained through the App to provide services, for research and development, or in anonymized/aggregated form, subject to applicable laws.

Information collected is subject to Developer’s Privacy Policy available at:

5.4 Ideas

If you submit comments or ideas (“Ideas”), you agree they are not Confidential Information, and Developer may use them without restriction or compensation. You release Developer from liability related to submitted Ideas.

6. Account

You must register an account to use the App and provide accurate information. You are responsible for safeguarding your account credentials and notifying Developer of any security breach.

You are responsible for unauthorized activity arising from your systems. You are also responsible for backing up and maintaining content associated with your account.

7. Risk Allocation

7.1 Disclaimer

The App is provided “as-is” and “as-available.” Developer disclaims all warranties, including merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted operation.

7.2 Indemnification

You will indemnify Developer against third-party claims arising from your misuse of the App or breach of this Agreement.

7.3 Limitation of Liability

Developer will not be liable for lost profits or indirect, incidental, or consequential damages.

7.4 Liability Cap

Developer’s total liability will not exceed fees paid during the three (3) months prior to the loss.

8. Communications

You authorize Developer to communicate with you electronically using provided contact information, including email, phone, text, or automated calls. You are responsible for communication charges.

9. Compliance with Privacy Laws

9.1 Service Provider Status

App Provider will process Merchant Data only as a Service Provider and will not sell personal information as defined under applicable privacy laws (“Privacy Laws”).

9.2 Commercial Use Restrictions

App Provider will not use Merchant Data for its own commercial purposes except as permitted by Privacy Laws.

9.3 Data Minimization

Personal information collection and use will be limited to what is necessary to provide the Services.

10. Data Subject Rights – Assistance

10.1 Cooperation

App Provider will assist Merchant with Privacy Law compliance and verifiable consumer requests.

10.2 Redirecting Requests

If App Provider receives a data subject request, it will redirect the individual to Merchant. Merchant is responsible for responding.

10.3 Notification

App Provider will notify Merchant if it receives complaints related to Privacy Laws.

11. General

11.1 Authority

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

11.2 Modifications

Developer may modify this Agreement and provide notice electronically. Continued use constitutes acceptance.

11.3 Compliance with Laws

Each party will comply with applicable laws. You will not use the App to transmit unlawful, infringing, or malicious content.

11.4 Governing Law

This Agreement is governed by New York law. Venue is Suffolk County, New York. Both parties waive jury trial rights.

11.5 Entire Agreement

This Agreement supersedes prior agreements. Invalid provisions are severable. Parties are independent contractors.

11.6 Assignment

You may not assign this Agreement without Developer’s written consent. Developer may assign without notice.

11.7 Contact Information

Insight Works
Suite #102, 5661 99 Street NW
Edmonton, Alberta, Canada T6E 3N8

Toll Free: 1.866.440.7543
Tel: +1 780.988.0215