MOBI HQ Limited & Clover End-User License Agreement (EULA) & Terms of Service

Last Updated: 06/08/25

1. Introduction: Clover App/Integration Overview

About the Clover App and Merchant Use

MOBI HQ Limited (“MOBI”) provides a software application (“App”) available through the Clover Marketplace that allows merchants (“you”) to enable online and mobile ordering for their businesses. By installing the App via Clover, merchants can accept customer orders online, manage order flow, and synchronize with their POS and other integrated systems. Merchants interact with the App via their Clover Amended dashboard and manage settings, menu, and orders through the App interface.

2. Acceptance of Terms

By signing up for, installing, or using the App and any services (together, “Services”) offered by MOBI HQ Limited (“MOBI”), you agree to be bound by the terms and conditions set out below (“Terms of Service” or “Agreement”). Any new features or tools which are added to the Services will also be subject to these Terms. Continued use of the App or Services constitutes acceptance of the most current version.

3. Parties

For the purposes of this Agreement:

• “App Provider” refers to MOBI HQ Limited.
  
  
• “Merchant” refers to the business or individual installing and using the App through Clover.

4. EULA Grant of License

MOBI HQ Limited (“App Provider”) grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the App solely for your internal business purposes for the term of this Agreement. You may not (and may not allow any third party to) distribute, lease, rent, host, sublicense, transfer, sell, export, modify, reverse engineer, decompile, copy, create derivative works from, or attempt to derive the source code for the App. All rights not expressly granted to you are reserved by MOBI HQ Limited.

5. Fees

You agree to pay any fees associated with your use of the App as displayed during set-up or as otherwise notified to you. Fees will be billed monthly and automatically collected through the payment method you select in Clover. You are responsible for any taxes applicable to your use of the App and Services. Any billing errors must be reported to MOBI within 120 days.

6. Term and Termination

This Agreement is effective when you install or otherwise use the App and will continue on a month-to-month basis until terminated by either party as permitted in these Terms.

• Suspension/Termination by App Provider: MOBI may suspend or terminate your access to the App and Services immediately if:
  
  
  1. you breach any term of this Agreement;
     
     
  2. your use may harm MOBI’s reputation or IP rights;
     
     
  3. MOBI’s agreements with any required third party are suspended or terminated;
     
     
  4. you exceed normal and reasonable usage;
     
     
  5. you experience bankruptcy/insolvency;
     
     
  6. you use the App for illegal or unauthorized purposes.
     

Termination by Merchant: You may terminate at any time via your Clover account. No refunds will be provided for any billing period in which you terminate.

7. Confidentiality, Data, and Ideas 

• Neither party will disclose the other’s non-public business information (“Confidential Information”) except as required by law, for legal compliance, or with employees/representatives who have a need to know.
  
  
• MOBI may use data from the App to deliver Services and for internal purposes, and may use aggregated/anonymized data for business purposes, subject to applicable privacy law and the MOBI Privacy Policy ([link]).
  
  
• If you provide feedback or ideas about the App, you grant MOBI a royalty-free right to use and commercialize those ideas without obligation.

8. Account & Security

You must provide accurate information when registering for your App account and keep credentials secure. You are responsible for all activity under your account. Notify MOBI immediately of any unauthorized use.

9. Risk Allocation & Disclaimers

• The App is provided “as is” and “as available.” MOBI disclaims all warranties to the fullest extent permitted by law.
  
  
• You indemnify MOBI (and affiliates, officers, employees, agents) against any losses, claims, damages, or expenses arising from your use/misuse of the App or breach of this Agreement.
  
  
• To the extent permitted by law, MOBI will not be liable for indirect, special, incidental, or consequential damages.
  
  
• MOBI’s total aggregate liability is limited to fees paid by you to MOBI in the 3 months prior to the claim.

10. Compliance with Privacy Laws

The App Provider makes the following additional commitments, representations, and warranties to Customer:

10.1 The App Provider will only process Customer Data and Personal Information on behalf of, and as Service Provider of, the Customer, 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.

10.2 The App Provider will not collect, use, retain, disclose, sell, or otherwise make Customer 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.

10.3 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.

11. Data Subject Rights – Assistance with Requests

11.1 App Provider will reasonably cooperate and assist Merchant with meeting its privacy law compliance obligations and responding to data subject requests.

11.2 If App Provider receives a request from a Merchant’s data subject to exercise privacy rights, App Provider will redirect the data subject to make the request directly to the Merchant. Merchant is responsible for responding.

11.3 App Provider must notify Merchant immediately if it receives any complaint, notice, or communication related to privacy law compliance regarding the Services.

12. General Terms

• You represent and warrant that you have authority to enter this Agreement.
  
  
• MOBI may update these Terms at any time and will notify you via the App, email, or other method. Continued use constitutes acceptance.
  
  
• Each party will comply with all applicable laws.
  
  
• This Agreement is governed by the laws of New York, USA, and the parties submit to the exclusive jurisdiction of Suffolk County, New York.
  
  
• This Agreement is the entire agreement and supersedes prior agreements. Invalid or unenforceable terms are severed.
  
  
• You may not assign this Agreement without MOBI’s written consent.
  
  
• Contact: MOBI HQ Limited, Level 4, 59 Courtenay Place, Wellington 6011, New Zealand; support@mobihq.com