End–User License Agreement

Last Updated: January 6, 2025

This Agreement (Agreement) is a binding contract between First Data Resources, LLC (FDR, we or us); and you (the business downloading this application and accepting payments through a Clover® device). FDR will provide you with the gift card processing services described in this Agreement through the Clover Gift Card Application available on your Clover device (Device). The gift card processing services and application are the App. FDR will be your exclusive provider of the services offered by the App, and this Agreement governs your use of the App. You warrant that you have the authority to execute this Agreement and to install it on your Device. You agree to the terms of this Agreement when you click “Accept” or “Install” as these options are made available to you, or by using the App. This Agreement does not alter any other agreements that you may have with third parties (including the agreements that govern your use of the Device or your payment processing services).

  1. App Description.The App will enable you to establish, offer, and administer a stored value gift card program in the United States (Program). Through the App, you will be able to issue physical, digital or virtual cards with a magnetic stripe, bar code, contactless chip, or other form factor that can be read by your Device (each a Gift Card and, together, Gift Cards). The App makes available the specialty features described below (Promos) to associate with your Program. End users will be able to present a Gift Card to initiate payment for your goods or services through any of the Devices onto which you've downloaded the App.

  2. Registration and Account.In order to use the App, you will be required to register for an account with FDR. You agree to: (a) provide accurate, current, and complete information; (b) maintain and promptly update your account information to keep it accurate, current and complete; (c) maintain the security of your account and accept all risks of unauthorized access to your account; and (d) promptly notify FDR if you discover or otherwise suspect any security breaches related to the App.

  3. FDR Responsibilities.In connection with the App, FDR will: (a) provide you with Gift Cards and related items that may be used by a cardholder to initiate a stored value payment transaction; (b) maintain a database containing the transaction records and tracking the current value of each Gift Card you issue (FDR will maintain Gift Card data for at least 24 months after a Gift Card's expiration date or at least 90 days after the date when its balance equals zero); (c) provide you with an interactive voice response system that cardholders may access 24 hour per day, 7 days per week (excluding maintenance and other downtime) to obtain their Gift Card balances; (d) provide you with help desk support Monday through Friday between 8:00 a.m. - 8:00 p.m. ET (excluding holidays); and (e) provide you with online access to administrative tools and a reporting portal for the App (transaction and other Gift Card data will be available on a rolling 60 day basis through the online reporting portal).

  4. AuthorizationsFDR will respond to transaction authorization requests and approve or reject transactions it receives (each an Authorization). FDR will not be responsible for determining whether Gift Card transactions are fraudulent, improper, or otherwise unauthorized. You accept all risks associated with Gift Card transactions that you complete without a proper Authorization.

  5. Balances. FDR will perform Authorizations based on the available Gift Card balance recorded in its database. In the event that a deficiency between a transaction price and the Authorization is not collected from a cardholder at the point of sale, you will be responsible for obtaining any outstanding balance from the cardholder.

  6. Your Responsibilities. You are the issuer of all Gift Cards that are part of your Program. When using the App and operating your Program, you will: (a) provide cardholders with the terms that govern your Program and their use of your Gift Cards. Your Program terms will identify, without limitation, your participating locations, issuing procedures, use, return and refund policies, fees and charges associated with the Program, Gift Card replacement policies, procedures for handling lost or stolen Gift Cards, transaction amount minimums or maximums, whether a Gift Card may be redeemed for cash, and any expiration periods associated with the Gift Cards); (b) identify all franchisees, licensees, or others (Affiliated Issuers) that may participate in your Program and accept your Gift Cards as payment; (c) provide us with banking and location information (as well as other information we request) for your Affiliated Issuers, and require them to sign an agreement with us related to their use of the App and your Program); (d) bear all risks associated with loss, theft of, alteration or damage to, fraudulent, improper or unauthorized use of your Gift Cards; (e) train your personnel about your Gift Card Program procedures and supervise them in connection with operating your Program; (f) be responsible for disputes that arise between you and a cardholder; (g) order Gift Cards through the App or by using the form(s) that we make available from time-to-time; (e) accept your Gift Cards without discriminating against other forms of payment; and (f) maintain copies of all Gift Card transaction records for at least 60 days.

  7. Promos. You may select one or more of the following Promos for your Program, and FDR will provide them through the App.

    1. Standard Promo. This feature enables you to create plastic gift cards. Plastic gift cards issued under this promo can be activated with a minimum of $0.01 and a maximum of $500. The gift cards are reloadable with a minimum sale of $0.01 and a maximum balance of $500.

    2. Virtual Promo. This feature enables you to create virtual gift cards. Virtual gift cards issued under this promo can be activated with a minimum of $0.01 and a maximum of $500. The gift cards are reloadable with a minimum sale of $0.01 and a maximum balance of $500.

  8. Login Credentials. You must maintain the confidentiality of your login credentials. You are responsible for all transactions initiated, fees incurred, and any other actions taken with your login credentials. If you permit another person to have access to your login credentials, we will treat this as if you have authorized their use; and you will be liable for all transactions initiated, fees incurred, and other actions taken by those people.

  9. Merchant of RecordYou will be the merchant of record for the sale of your Gift Cards. You are responsible for all funds that are credited to or deducted from your Gift Cards; as well as any failures, returns, chargebacks, reversals, or other adjustments related to a Gift Card transaction.

  10. Settlement and Reconciliation. You are responsible for settlement of funds among your bank accounts, and among you and your Affiliated Issuers. You are responsible for reconciling your records with the reports that we provide to you (we will have no liability to you for errors that result from your actions, your Affiliated Issuers' actions, or that are not brought to our attention within 60 days of the corresponding Gift Card transaction).

  11. Fees. You agree to pay the fees and charges applicable to your access to and use of the App (Fees), as displayed in the pricing if preinstalled on your device or, if not, as displayed in the Clover App Market prior to your installation of the App, and all applicable taxes (other than taxes based on Clover's income), duties or other governmental assessments based on your use of the App. You represent and warrant that you are authorized to use the payment method you designate for payment for the App and you authorize Clover MarketPlace, LLC (Clover) to charge the Fees and applicable taxes to that payment method. In the event that the payment method you designate cannot be verified or is invalid, we may suspend or cancel your access to or use of the App automatically. You are responsible for resolving any problem we or Clover encounters with your payment method in order to continue accessing and using the App. You may cancel your monthly subscription to access and use the App at any time by uninstalling the App via your Device. Your cancellation will become effective upon the end of the billing cycle in which such cancellation occurs. In the event of such cancellation or any other termination, you will not receive any refund for the billing period during which such cancellation occurs.

  12. Refunds. If the App is not functioning properly during a given month, you may submit a refund request to FDR. If FDR determines, in its discretion, that the App is not functioning properly during such month, then, within a reasonable amount of time after receiving such refund request, you will be provided a refund for the amount you paid for the App during such month. All refund requests should be submitted to FDR, not Clover.

  13. Gift Cards Terms of Sale and Privacy Policy. You agree that all Gift Cards will be sold by you to end users under terms of sale (Gift Card Terms and Conditions) and a privacy policy (Privacy Policy) that comply with applicable laws. You agree to comply with the Gift Card Terms and Conditions and Privacy Policy. For the avoidance of doubt, the Gift Card Terms and Conditions and Privacy Policy are solely between you and any end user of a Gift Card. FDR is not a party to your Gift Card Terms and Conditions or your Privacy Policy. FDR may provide you with sample terms and conditions that you may choose to apply to your Gift Cards as the applicable Gift Card Terms and Conditions (Sample Terms). The Sample Terms are provided as a convenience only and are not intended to constitute legal advice. You should obtain legal advice prior to using any Sample Terms within any Gift Card. Your use of the Sample Terms is undertaken at your own risk. We are not responsible for any issues, legal or otherwise, that may result from your use of the Sample Terms.

  14. Compliance with Laws.Any Gift Card you offer to end users must comply with all federal, state, or local laws, rules, and regulations, including those pertaining to product liability, payments, taxes, privacy, data security, gift cards or gift certificates, escheatment and consumer protection. You are solely responsible for ensuring that your Gift Cards comply with all applicable law. FDR is not responsible for your Gift Cards' or your Program's compliance with applicable law.

  15. Additional Clover Terms. You acknowledge and agree that Clover and its affiliates (other than FDR to the extent provided herein) do not have any responsibility or liability to you in any way with respect to your use of the App. You further acknowledge and agree that Clover may remove the App from the Clover App Market any time and without notice if Clover determines that the App: (a) may infringe or otherwise violate the intellectual property rights or any other rights of any third party; (b) violates any applicable law, regulation, card association rule, or is subject to an injunction; (c) is being distributed in a manner that is in breach of FDR's agreement with Clover to distribute the App (including any violation of Clover's app policies); (d) may create liability for Clover; or (e) contains a virus, malware or spyware, or may have an adverse impact on Clover's systems.

  16. Gift Card Data. As between the parties, you will own the right, title and interest in all Gift Card data generated under your Program, but FDR and its affiliates may use the data in a manner consistent with FDR's privacy policy, including using aggregate data for analytical purposes.

  17. Intellectual Property and Limited License.

    Unless otherwise indicated by FDR, the App and all content and other materials therein, including, without limitation, the FDR logo, the Sample Terms and all other designs, text, graphics, pictures, information, data, software, sound files, other files made available within the App and the selection and arrangement thereof, and any documentation or other ancillary material provided to you by or on behalf of FDR (collectively, FDR Materials) are the proprietary property of FDR or our licensors or users and are protected by U.S. and international intellectual property laws.

    FDR hereby grants you a limited, nonexclusive, non-sublicensable license to download, access and use the FDR Materials solely for the purpose of issuing and accepting Gift Cards in your name under this Agreement; however, such license is subject to this Agreement and you are not permitted to (a) sell, rent, lease, lend, redistribute, or sublicense the FDR Materials; (b) copy, reverse engineer, decompile, disassemble or attempt to discover the source code of our App; (c) modify, alter or otherwise make any derivative uses of the FDR Materials, or any portion thereof, except for any Sample Terms which are provided with the FDR Materials; (d) remove, alter or obscure any copyright, trademark or other proprietary rights notice included in the App; (e) use any data mining, robots or similar data gathering or extraction methods; (f) download (other than the page caching) any portion of the FDR Materials, except as expressly permitted on the App; and (g) use the FDR Materials other than for their intended purposes. Any use of the FDR Materials other than as specifically authorized herein, without the prior written permission of FDR, is strictly prohibited and will terminate the license granted in this section. Such unauthorized use may also violate applicable laws, including without limitation, copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated by FDR, nothing in this Agreement shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time.

  18. Trademarks. “First Data Resources, LLC” and the FDR logo and any other FDR product or service names, logos or slogans are FDR's trademarks in the United States and in other countries, and may not be copied, imitated or used, in whole or in part, without the prior written permission of FDR. All other trademarks, registered trademarks, product names and company names or logos mentioned in the App are the property of their respective owners and may not be used without permission of the applicable trademark holder. Reference to any products, services, processes or other information, by name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by FDR.

  19. Third-Party Materials. FDR may provide links to third-party websites, apps, mobile services or other third-party services and may also display, link to or otherwise make available third-party content, data, information, events, apps or materials (collectively, Third-Party Materials) on the App. FDR does not endorse or control, and makes no representations or warranties of any kind, regarding any Third-Party Materials including, but not limited to, the content, accuracy, quality, nature, appropriateness, decency, functionality, performance, reliability, completeness, timeliness, validity, safety, legality or any other aspect thereof.

  20. Acceptable Use. You agree that you are solely responsible for your conduct with respect to the App, and you agree that you will not do any of the following in connection with the App:

    FDR takes no responsibility and assumes no liability for your use of the App, nor is FDR liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter while using the App.

  21. Merchant Content. You are solely responsible for all content you post, upload to, transmit, distribute, store, create or otherwise publish through the App (Merchant Content). You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the App any of the following:

    Although FDR does not control and has no obligation to screen, edit or monitor any Merchant Content, FDR reserves the right, and has absolute discretion, to remove, screen or edit any Merchant Content on the App at any time and for any reason without notice, and you are solely responsible for creating backup copies of and replacing any Merchant Content you post, store or upload on (or otherwise make available via) the App at your sole cost and expense.

    You hereby grant FDR a non-exclusive, royalty-free, perpetual, irrevocable and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display any Merchant Content via the App. You represent and warrant that: (a) you own and control all of the rights to the Merchant Content that you post, store or upload on (or otherwise make available via) the App or you otherwise have the right to make available such Merchant Content via the App and grant the rights granted in this Agreement; (b) the Merchant Content that you post, store or upload on (or otherwise make available via) the App is accurate and not misleading; and (c) FDR's use of the Merchant Content you supply does not violate this Agreement and will not violate any rights of, or cause injury to, any person or entity.

  22. Feedback. You may submit questions, comments or ideas about FDR and the App, including how to improve the App (collectively, Feedback). By submitting any Feedback, you agree that (a) FDR expressly disclaims any confidentiality obligations or use restrictions, express or implied, with respect to any Feedback; (b) your submission will be non-confidential; and (c) FDR is free to use and disclose the Feedback on an unrestricted basis without notifying or compensating you. You release FDR from all liability and obligations that may arise from FDR's receipt, review, use or disclosure of any portion of any Feedback.

  23. Confidentiality. Each party agrees, both during and after the termination of this Agreement, to hold the confidential information of the other party, the purchaser and end user of the Gift Card in the strictest confidence and protect all such confidential information using a reasonable degree of care, but not less than that degree of care recipient uses in protecting its own similar information or material, except as necessary to comply with applicable law. The obligations of confidentiality will not apply to any confidential information that (a) is or was in the public domain through no fault of a party; (b) was lawfully received by the other party from a third party free of any obligation of confidence; (c) was already in possession of the party prior to receipt from the other party; (d) is required to be disclosed by applicable law, or (e) is subsequently and independently developed or comes into the possession of the other party without reference to the confidential information disclosed under this Agreement.

  24. Disclaimers. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE APP IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, SAFETY, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE APP IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. FDR DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS WITH RESPECT TO THE APP, INCLUDING ANY AND ALL: (A) IMPLIED WARRANTIES OF MERCHANTABILITY; (B) IMPLIED WARRANTIES OF FITNESS OR SUITABILITY FOR ANY PURPOSE (WHETHER OR NOT FDR KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED OR IS OTHERWISE AWARE OF ANY SUCH PURPOSE); AND (C) WARRANTIES OF NON-INFRINGEMENT OR CONDITION OF TITLE. FDR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE APP WILL BE ACCURATE OR MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE APP WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS IN THE APP WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, GUIDELINES OR ADVICE GIVEN BY FDR OR OUR AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY.

  25. Indemnification. You agree, at your sole expense, to defend, indemnify and hold us, our service providers and consultants, and our and their respective directors, employees and agents, harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims, damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorney fees, costs, penalties, interest and disbursements) caused by, arising out of, resulting from, attributable to or in any way incidental to: (a) your use of the FDR Materials, including, without limitation any Sample Terms; or (b) your violation of this Agreement or the rights of any third party.

  26. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL FDR BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO THE FDR MATERIALS, INCLUDING BUT NOT LIMITED TO, THE GIFT CARDS, SAMPLE TERMS AND THE APP (INCLUDING, BUT NOT LIMITED TO, THE REDEEMABILITY OF GIFT CARDS), AND/OR THIRD-PARTY MATERIALS, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY) AND EVEN IF FDR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL FDR'S TOTAL LIABILITY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, WHETHER ACTIVE, PASSIVE OR IMPUTED), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE APP EXCEED THE FEES PAID BY YOU TO FDR FOR THE APP (AS OPPOSED TO ANY OTHER FEES/COSTS INCLUDING, BUT NOT LIMITED TO, ANY FEES ASSOCIATED WITH YOUR DEVICE, THE COST TO PURCHASE AND OPERATE YOUR DEVICE, THE COST OF ANY GIFT CARDS OR THE COST OF ANY PRODUCTS OR APP PURCHASED WITH A GIFT CARD).

  27. Applicable Law. The laws of the State of New York, excluding its conflicts of law rules, govern your use of the FDR Materials. You agree that any action at law or in equity arising out of or relating to the FDR Materials or the Terms will be filed only in the state and federal courts located in Suffolk County, New York, and you irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action or proceeding arising out of or relating to the FDR Materials (including, but not limited to, your use of the App).

  28. Termination or Modification of App; Modification Generally. FDR reserves the right to change, suspend, remove, discontinue or disable access to any of the FDR Materials at any time and without notice; provided, however, that if FDR discontinues distributing the App via the Clover App Market or ceases making any services available through the App, FDR will endeavor to provide reasonable advance notice to you of such discontinuance or cessation. FDR is under no obligation to provide you with such advance notice if Clover, and not FDR, discontinues distributing the App via the Clover App Market. In no event will FDR be liable for the removal of or disabling of access to any portion or feature of the FDR Materials, or termination of use of the Device by you or Clover. FDR reserves the right to change or modify this Agreement at any time and in our sole discretion. If FDR makes changes to this Agreement, we will provide notice of such changes, through the App, by e-mail and/or by updating this Agreement (as indicated by the “Last Updated” date found at the top of this Agreement) on the FDR website found at website. You agree to receive notifications through these means and your continued use of the App will indicate your acceptance of the revised terms. If you do not agree to any amended terms, you must stop using the App.

  29. Effect of Termination. In the event of a termination of the Agreement by you or FDR, FDR will determine, in its sole discretion, which of the following post-termination options it will provide to you:

    1. Provided that you still have the ability to access your Device(s), if requested in writing by you at least 30 days before termination, FDR may elect to continue to provide Gift Card processing services for unexpired Gift Cards that were activated prior to the effective date of termination for up to 12 months following the date this Agreement were terminated (the Transition Period). The Transition Period services are subject to this Agreement except that, as a condition to providing this service during the Transition Period, FDR will require advance payment of its fees, or an estimate of its fees as determined by FDR in its sole discretion. Upon the effective date of termination, FDR will have no further obligation to establish new Gift Cards on the database, except in the case where a replacement Gift Card is issued to replace a lost or stolen Gift Card. FDR will not provide the services for a Transition Period if FDR terminates the Agreement for cause, including lack of payment.

    2. Alternatively, FDR may elect to provide you with a file containing the Gift Card numbers and Gift Card balances as of a specified date in a format determined by FDR.

  30. Severability. If any provision of this Agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.

  31. Assignment. FDR may assign this Agreement and its rights or delegate its obligations under without your consent. All provisions contained in this Agreement shall extend to and be binding upon you and FDR's successors and assigns. You may not assign this Agreement to another person or entity.

  32. Contacting Us and Notices. If you have any questions or concerns regarding this Agreement or our App, Please contact Clover Gift Card Support at 1-855-290-7262. Except as otherwise stated in this Agreement, all notices to FDR required or permitted in this Agreement relating to the App shall be in writing and sent to: FDR, Inc., Attn: SMB, 150 W Evelyn Ave, Suite 300, Mountain View, CA 94041, with a copy to First Data Corporation, Attn: Legal Department, 6855 Pacific Street, Omaha, NE 68106. Notices sent to your last known e-mail address or postal address, as indicated in our records, shall constitute effective notice to you under this Agreement. Notices shall be effective when actually received or, if sent by courier, when delivered.