This End-User License Agreement (Agreement) is between the business or individual accepting this Agreement (this business or individual being you/Merchant) and Slice Marketing, LLC, dba Startslice.com (“Developer” or “App Provider”). This Agreement is solely between you and Developer/App Provider, and governs your use of Developer’s software application, Slice Pizza Builder, and the corresponding services it provides (together, along with the associated documentation: 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.
1.1 The App, Slice Pizza Builder, will provide you with the ability to build and customize pizza orders directly on your Clover device, including selecting pizza sizes and crusts, adding and configuring toppings and modifiers, creating half-and-half and specialty pizza configurations, scheduling orders for a future time, and adding the configured items to a Clover order for checkout. The App runs locally on your Clover device and integrates with the Clover point-of-sale system through Clover’s on-device connectors.
1.2 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 otherwise 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 other third party’s) trademarks, service marks, logos, trade dress, proprietary, or other intellectual property unless provided with the App. Developer retains all right, title, and interest in and to the App (and all related intellectual property rights). All rights not specifically granted to you under this Agreement are reserved by Developer or its licensors, as applicable. You will preserve and display any proprietary notices, markings, or branding associated with use of the App.
1.3 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 on the App, which may result in service interruptions or delays from time to time. Developer is not obligated to support older versions of the App. You are solely responsible for obtaining all equipment and services (for example, Internet connectivity) necessary to access and use the App.
The App is a private application provided to authorized Merchants free of charge for private use, and is not offered through a public Clover App Market listing. You remain responsible for your Clover account, devices, and any related Clover or payment-processing fees charged by Clover or your payment processor.
This Agreement commences when you accept or otherwise download, install, copy, or use the App; and will continue month-to-month until terminated (this period of time is the Agreement’s Term).
4.1 Developer may, at any time and without prior notice, suspend or terminate your use of the App if (1) you violate this Agreement’s terms; (2) Developer believes your use of the App may damage Developer’s reputation or intellectual property rights; (3) Developer suspends or terminates its agreement(s) with any third party involved in providing the App; (4) you exceed normal and reasonable usage for the App, as determined by Developer in its reasonable discretion; (5) you experience a bankruptcy or insolvency event; or (6) you are using the App for any fraudulent, illegal, or unauthorized purpose, or engage in willful misconduct with respect to use of the App.
4.2 You may terminate this Agreement at any time and for any reason (without cause) by providing notice to Developer. Your termination will be effective at the end of the then current month or billing period in which you give notice. You will not receive a refund for the billing period in which you terminate this Agreement. Upon any suspension, you will immediately cease all use of the App until Developer notifies you that the suspension has been lifted. Upon any termination or expiration of this Agreement, you will immediately cease all use of the App, uninstall it from your devices, and return or destroy any of Developer’s Confidential Information in your possession.
5.1 Neither of us will disclose non-public information about the other’s business; including, without limitation, the terms of this Agreement, technical specifications (whether related to the App or otherwise), customer lists, or information relating to a party’s operational, strategic, or financial matters (together, Confidential Information). Confidential Information does not include information that (1) is or subsequently becomes publicly available (through no fault of the recipient); (2) the recipient lawfully possesses before its disclosure; (3) is independently developed without reliance on the discloser’s Confidential Information; or (4) is received from a third party that is not obligated to keep it confidential. Each of us will implement and maintain reasonable safeguards to protect the other’s Confidential Information. The obligations under this Section 5 will survive termination or expiration of this Agreement for a period of three (3) years.
5.2 Neither of us may disclose the other’s Confidential Information except (1) to our respective directors, officers, employees, or representatives that need to know it in order to perform our obligations under this Agreement, provided such persons are bound by confidentiality obligations at least as protective as those set forth herein; (2) in response to a subpoena or court order, provided the receiving party gives the disclosing party prompt written notice (to the extent legally permitted) so that the disclosing party may seek a protective order or other appropriate remedy; or (3) as required by applicable law, rule, or regulation.
5.3 The App processes order and item information locally on your Clover device to provide its functionality. To the extent Developer collects any information about you or your consumers, that information is subject to Developer’s privacy policy, which is accessible at startslice.app/privacy.
5.4 You may provide, or Developer may invite you to provide, comments or ideas about the App (including, without limitation, improvements to it) (together, Ideas). By submitting any Ideas, you agree that (1) they are not Confidential Information; (2) they are not subject to any use or disclosure restrictions (express or implied); (3) you claim no rights in them; and (4) Developer has no obligation to notify or compensate you in connection with their disclosure or use. You release Developer from all liability or obligations that may arise from the receipt, review, disclosure, or use of any Idea that you submit.
To the extent the App requires an account, you will provide Developer with accurate information when setting up your account and will maintain your account with current information. You will be responsible for establishing safeguards designed to prevent unauthorized access to, disclosure, use, or alteration of your account (safeguards may include, without limitation, user names, passwords, security questions and answers, or other credentials). You must notify Developer promptly (and in no event later than forty-eight (48) hours) after you discover a security breach involving your account or the App. You are responsible for any unauthorized access to, disclosure, use, or alteration of your account, the App, or other transaction information that arises through your systems or account. It is your responsibility to back-up and maintain the accuracy and completeness of any content created, derived from, stored, or accessed through your account or your use of the App (content may include, without limitation, transaction information, text, images, graphics, or photos).
7.1 The App is provided to you “AS IS” and “AS AVAILABLE.” You are solely responsible for determining if the App meets your needs. DEVELOPER DISCLAIMS ALL WARRANTIES (EXPRESS OR IMPLIED) RELATED TO YOUR ACCOUNT OR THE APP, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF SECURITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. Developer is not responsible for any disclosures, modifications, deletions, or other errors that arise in connection with your use of the App due to its interaction with other applications or their content.
7.2 You will indemnify Developer, its directors, officers, employees, agents, subsidiaries, and affiliates against any third-party claims for losses, damages, costs, or expenses (including reasonable attorneys’ fees) (together, Losses) that result from your use or misuse of the App, or your breach of this Agreement. You will promptly notify Developer of any such third-party claim. Developer may assume the sole defense and control of any third-party claims that you must indemnify it for (at your expense), and you will cooperate with the defense of these claims. You will not settle any third-party claims involving more than the payment of money without Developer’s written consent.
7.3 TO THE EXTENT PERMITTED BY APPLICABLE LAW, DEVELOPER WILL NOT BE LIABLE TO YOU FOR ANY LOST PROFITS, REVENUES, OR BUSINESS OPPORTUNITIES, NOR ANY EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF WHETHER THESE DAMAGES WERE FORESEEABLE OR EITHER OF US WAS ADVISED THEY WERE POSSIBLE.
7.4 DEVELOPER’S TOTAL, AGGREGATE LIABILITY TO YOU FOR ALL LOSSES ARISING FROM ANY CAUSE (REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY) IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT OF FEES YOU HAVE PAID TO DEVELOPER DURING THE 3 MONTHS PRIOR TO THE EVENT GIVING RISE TO SUCH LOSS, OR (B) FIFTY DOLLARS ($50.00).
You authorize Developer to communicate with you electronically or otherwise using the contact information you provide to it (e.g., without limitation, via your account, the Internet, email, text, or live agent or automated calls to your mobile or other phone, even if these numbers appear on a Do Not Call or other non-solicitation registry). You may opt out of promotional communications at any time by contacting Developer, but you may not opt out of transactional or operational communications related to the App. You are responsible for any fees charged by your communications provider for phone, text, or email communications that Developer sends to you.
Developer/App Provider makes the following additional covenants and commitments to you, Merchant:
9.1 App Provider will only process Merchant Data and Personal Information (each as defined by applicable Privacy Laws) 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 App Provider’s obligations under this Agreement, as permitted under the CCPA and other applicable privacy and data protection laws (collectively, “Privacy Laws”). In no event will App Provider “sell” (as defined by Privacy Laws) any such Personal Information.
9.2 App Provider will not collect, use, retain, disclose, sell, or otherwise make Merchant Data or Personal Information available for App Provider’s own commercial purposes or in a way that does not comply with the CCPA or other Privacy Laws.
9.3 To the extent App Provider processes Personal Information in connection with providing the App, App Provider will limit such collection, use, retention, and disclosure to activities reasonably necessary and proportionate to provide the App as set forth in this Agreement or for another compatible operational purpose.
10.1 App Provider will reasonably cooperate and assist Merchant with meeting Merchant’s CCPA and Privacy Law compliance obligations and respond to CCPA-related inquiries, including responding to verifiable consumer requests, taking into account the nature of App Provider’s processing and the information available to App Provider. Merchant will reimburse App Provider’s reasonable costs incurred in providing such assistance. App Provider will make available to Merchant, in a manner consistent with the functionality of the App and App Provider’s role as a Service Provider of Personal Information of data subjects, the ability to fulfill data subject requests to exercise their rights under Privacy Laws.
10.2 If App Provider receives a request from Merchant’s data subject to exercise one or more of its rights under Privacy Laws in connection with the App, App Provider will redirect the data subject to make its request directly to Merchant. Merchant will be responsible for responding to any such request including, where possible, by using the functionality of the App. App Provider will comply with reasonable requests by Merchant to assist with Merchant’s response to such a data subject request, and Merchant will reimburse App Provider’s reasonable costs incurred in providing such assistance.
10.3 App Provider must notify the Merchant promptly (and in no event later than five (5) business days) after it receives any complaint, notice, or communication that directly relates to compliance with Privacy Laws in connection with the processing of Merchant Data or Personal Information under this Agreement.
11.1 You represent and warrant that you have authority to enter into this Agreement, creating performance obligations that are legally enforceable against you.
11.2 Developer may modify this Agreement from time-to-time. For material modifications, Developer will provide you with reasonable advance notice (notification may be through the App, email, or other direct electronic communication). Your continued use of the App after receiving such notice indicates your acceptance of any modifications to this Agreement. You must stop using and uninstall the App if you do not agree to any modifications that are made to this Agreement.
11.3 Each of us will comply with the laws, rules, and regulations (together, Laws) that apply to our respective performance under this Agreement; including, without limitation, laws related to the collection and use of consumer information obtained via the App. You will follow the requirements of all user documentation provided for the App. You will not use the App to access, store, or transmit materials that are tortious, libelous, or offensive; contain malicious code, viruses, time bombs, Trojan horses, bots, scripts, or other programs; or infringe third parties’ intellectual property rights.
11.4 This Agreement is governed by the laws of the Commonwealth of Puerto Rico, without regard to its conflict of laws provisions. The courts in or for San Juan, Puerto Rico will be the exclusive venue for any proceedings in connection with this Agreement. BOTH OF US WAIVE OUR RIGHTS TO A TRIAL BY JURY IN CONNECTION WITH THIS AGREEMENT.
11.5 This is the entire agreement between us, and supersedes any prior agreements related to its subject matter. Any sections or terms of this Agreement that are, or become, invalid or unenforceable will be severed, and the remaining terms will continue in effect. Sections 1.2, 4.2, 5, 7, 9, 10, and 11 will survive any termination or expiration of this Agreement. Developer is not waiving any of its rights under this Agreement if it delays their exercise or fails to exercise them. We are independent contractors. This Agreement does not create an agency, partnership, or joint venture of any kind.
11.6 You may not assign this Agreement without Developer’s written consent, and any attempted assignment without such consent will be null and void. Developer may assign this Agreement without notice to you or your consent.
11.7 You may contact Developer at: yalexis@b2bpr.ai.