MyNearby Clover App End-User License Agreement
Last Updated: 6/20/2026
This End-User License Agreement (Agreement) is between the business or individual
accepting this Agreement (this business or individual being you/Merchant) and
MyNearby (Developer/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 The App will provide you with the ability to:
(a) place a temporary authorization hold on a guest's payment card at the time a
reservation is booked, using Clover's e-commerce payment processing;
(b) capture all or part of the authorized amount as a no-show or late-cancellation fee, in
accordance with the reservation policy you configure; and
(c) release or void the hold when a guest honors or timely cancels their reservation.
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 reserves to itself (or applicable third
parties) all right, title, interest, and license (express or implied) to the App that are not
specifically granted to you under this Agreement. 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 may not 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.
2. Fees
You will pay the Developer a monthly fee for your use of the App, which will be
automatically collected through the payment method you select during set-up for the
App. You are responsible for payment of all sales, use, excise, or similar taxes
(excluding taxes based on the Developer's income) imposed by federal, state, or local
tax authority. You must notify the Developer of any billing errors within 120 days from
when an error appears on your invoice, after which you release the Developer from all
liability for Losses (defined below) resulting from these errors.
3. Term
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. Suspension and Termination
4.1 Developer may promptly 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 its
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; (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.
5. Confidentiality, Data, and Ideas
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.
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; (2) in response to a subpoena or
court order; or (3) as required by applicable law, rule, or regulation.
5.3 Developer may use data or information 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 (defined below). Information
Developer collects about you or your consumers is subject to Developer's privacy policy,
which is accessible at www.mynearby.com/privacy-mynearby-clover-app.
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.
6. Account
You will be required to register for an account with Developer to use the App. You will
provide us 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 if 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. Risk Allocation
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. The developer may assume the
defense 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 amount of fees you've paid to Developer during the 3 months prior to a
Loss.
8. Communications
You authorized 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
are responsible for any fees charged by you communications provider for phone, text, or
email communications that Developer sends to you.
9. Compliance with privacy laws
The App Provider makes the following additional commitments, representations, and
warranties to you, Merchant:
9.1 The App Provider will only process Merchant Data and Personal Information on
behalf of, and as Service Provider of, the Merchant, and not collect, retain, use, or
disclose that data for any purpose other than to perform the App Provider’s obligations
under this Agreement, as permitted under CCPA and other applicable privacy and data
protection laws (collectively, “Privacy Laws”). In no event will the App Provider “sell” (as
defined by Privacy Laws) any such personal information.
9.2 The 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 App Provider will limit personal information collection, use, retention, and disclosure
to activities reasonably necessary and proportionate to provide the Services set forth in
the Agreement or another compatible operational purpose.
10. Data subject rights - assistance with requests
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. App Provider will make available to Merchant, in a manner consistent with
the functionality of the Service 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 Services, 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 Services. App Provider shall comply with reasonable requests by
Merchant to assist with Merchant’s response to such a data subject request.
10.3 App Provider must notify the Merchant immediately if it receives any complaint,
notice, or communication that directly or indirectly relates either party's compliance with
Privacy Laws relating to provisioning of the Services.
11. General
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 and will provide you with
notice when these modifications occur (notification may be through the App, email, a
website, changes to the date shown at the top of this Agreement, or other electronic
means). Your continued use of the App 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 your App to access, store, or transmit materials that are tortious, libelous, or
offensive; contain malicious code, viruses, time bombs, Trojan horses, bots, scrips or
other programs; or infringe third parties' intellectual property rights.
11.4 This Agreement is governed by New York law, without regard to its conflicts or
choice of law statutes. The courts in or for Suffolk County, New York are proper 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. 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, which
assignment is voidable by the Developer; however, Developer may assign this
Agreement without notice to you or your consent.
11.7 You may contact Developer at:
Unit #1-1596 Regent Avenue West, Suite #302, Winnipeg, Manitoba, R2C 4H4
info@mynearby.com
1-(204)-818-2212
