Vertico End-User License Agreement

Last Updated: May 20, 2026

This End-User License Agreement (“Agreement”) is between the business or individual accepting this Agreement, this business or individual being “you” or “Merchant,” and CloudServices (“Developer,” “App Provider,” “Company,” “we,” or “us”). This Agreement is solely between you and CloudServices, and governs your use of CloudServices’ software application, Vertico, and the corresponding services it provides, together with the associated documentation, proprietary materials, and intellectual property, collectively, 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, access, configure, or use the App. If you do not agree to the terms of this Agreement, you must click “Decline” and must not download, install, copy, access, configure, or use the App.

1. The App

1.1 App functionality

The App provides the ability to connect supported point-of-sale systems to approved Clover terminals for semi-integrated payment processing. Vertico may allow a POS system to send payment, refund, and void requests to an approved Clover terminal, receive payment/refund/void results, route transactions to selected terminals, support merchant and terminal registration controls, support transaction audit information, and support configuration options such as pre-tax tip calculation where applicable.

1.2 License

Developer grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term 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 materials, or other intellectual property unless provided with the App. Developer reserves all rights not specifically granted under this Agreement.

1.3 Updates and access

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. You are responsible for obtaining all equipment and services necessary to access and use the App, including Clover-compatible hardware, POS software, network connectivity, internet access, and third-party accounts or services required for your environment.

2. Fees

You will pay Developer any applicable monthly, usage-based, setup, support, licensing, or other fees for your use of the App as agreed between you and Developer. Fees may be collected through the payment method you select during setup, through invoice, or another billing arrangement approved by Developer.

You are responsible for all sales, use, excise, or similar taxes, excluding taxes based on Developer’s income. You must notify Developer of any billing errors within 120 days from when an error appears on your invoice, after which you release Developer from all liability for losses resulting from these errors.

3. Term

This Agreement commences when you accept or otherwise download, install, copy, access, configure, or use the App, and will continue month-to-month until terminated, unless otherwise agreed in writing.

4. Suspension and Termination

4.1 Suspension or termination by Developer

Developer may suspend or terminate your use of the App if you violate this Agreement, use the App in a harmful or unauthorized way, exceed reasonable usage, experience bankruptcy or insolvency, attempt to bypass licensing, registration, terminal approval, security, or routing controls, or use the App for fraudulent, illegal, unauthorized, harmful, or abusive purposes.

4.2 Termination by Merchant

You may terminate this Agreement at any time by providing notice to Developer. Termination will be effective at the end of the then-current month or billing period. Unless required by law or agreed in writing, you will not receive a refund for the billing period in which you terminate this Agreement.

5. Confidentiality, Data, and Ideas

5.1 Confidential information

Neither party will disclose non-public information about the other’s business, including technical specifications, customer lists, pricing, integration details, API keys, terminal configuration, merchant configuration, or operational, strategic, technical, security, or financial information. Each party will implement reasonable safeguards to protect the other’s Confidential Information.

5.2 Permitted disclosure

Confidential Information may be disclosed to representatives who need to know it to perform obligations under this Agreement, in response to legal process, or as required by applicable law.

5.3 Data and privacy

Developer may use data obtained through the App to provide its services, operate Vertico, process and route transaction messages, support merchant and terminal registration, provide troubleshooting and support, maintain security and audit logs, improve the App, and for research and development, including in aggregated or anonymized form, subject to applicable laws.

Information Developer collects about you, your customers, or your consumers is subject to Developer’s privacy policy, accessible at https://getvertico.com/privacy.

5.4 Ideas and feedback

If you submit comments, ideas, improvements, feature requests, workflows, integration requirements, or technical suggestions, you agree they are not Confidential Information, are not subject to use or disclosure restrictions, you claim no rights in them, and Developer has no obligation to notify or compensate you for their use.

6. Account

You may be required to register for an account, merchant profile, terminal approval, API credential, WebSocket credential, or other access configuration. You must provide accurate information and maintain current configuration details.

You are responsible for safeguarding your account, App configuration, POS integration, terminal IDs, merchant IDs, API keys, passwords, access tokens, and credentials. You must notify Developer if you discover a security breach involving your account, POS system, Clover terminal, API configuration, network, or the App.

You are responsible for unauthorized access, disclosure, use, or alteration of your account, App, POS system, terminal configuration, or transaction information that arises through your systems, account, or failure to maintain safeguards.

7. Risk Allocation

7.1 App provided as-is

The App is provided “as-is” and “as-available.” You are solely responsible for determining whether the App meets your needs and is suitable for your business, POS environment, Clover environment, network, compliance requirements, and workflows.

Developer disclaims all warranties, express or implied, including warranties of security, merchantability, fitness for a particular purpose, non-infringement, accuracy, uninterrupted operation, error-free operation, compatibility, or availability.

Developer is not responsible for transaction errors, settlement issues, payment declines, duplicate requests, network failures, hardware issues, configuration mistakes, POS software errors, Clover service interruptions, or errors arising from your use of the App or its interaction with Clover, your POS system, or third-party services.

7.2 Indemnification

You will indemnify Developer, its directors, officers, employees, agents, subsidiaries, affiliates, contractors, and service providers against third-party claims, losses, damages, costs, or expenses, including reasonable attorneys’ fees, resulting from your use or misuse of the App, breach of this Agreement, violation of law, POS or Clover configuration, transaction disputes, customer claims, refund disputes, chargebacks, operational issues caused by your systems or practices, or unauthorized or fraudulent use through your systems or credentials.

7.3 Limitation of damages

To the extent permitted by law, Developer will not be liable for lost profits, lost revenues, lost data, lost goodwill, lost business opportunities, chargebacks, settlement delays, payment interruptions, reputational harm, or exemplary, punitive, special, indirect, incidental, or consequential damages.

7.4 Liability cap

Developer’s total aggregate liability for all losses arising from this Agreement will not exceed the amount of fees you paid to Developer during the three months prior to the event giving rise to the loss.

8. Communications

You authorize Developer to communicate with you electronically or otherwise using the contact information you provide, including through your account, internet, email, SMS/text, phone call, live agent call, automated call, application notice, website notice, or other electronic means, to the extent permitted by law. You are responsible for fees charged by your communications provider.

9. Compliance with Privacy Laws

9.1 Service provider role

App Provider will only process Merchant Data and Personal Information 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 CCPA and other applicable privacy and data protection laws. App Provider will not “sell,” as defined by Privacy Laws, such Personal Information.

9.2 No unrelated commercial use

App Provider will not collect, use, retain, disclose, sell, or otherwise make Merchant Data or Personal Information available for its own unrelated commercial purposes or in a way that does not comply with applicable Privacy Laws.

9.3 Proportionate processing

App Provider will limit Personal Information collection, use, retention, and disclosure to activities reasonably necessary and proportionate to provide the services set forth in this Agreement or another compatible operational purpose.

10. Data Subject Rights — Assistance with Requests

10.1 Assistance to Merchant

App Provider will reasonably cooperate and assist Merchant with meeting CCPA and Privacy Law compliance obligations and responding to verifiable consumer requests, taking into account the nature of App Provider’s processing and the information available to App Provider.

10.2 Requests received directly

If App Provider receives a request from Merchant’s data subject to exercise rights under Privacy Laws, App Provider will redirect the data subject to make the request directly to Merchant where appropriate. Merchant is responsible for responding to such requests, and App Provider will comply with reasonable requests to assist.

10.3 Privacy complaints or notices

App Provider must notify Merchant if it receives any complaint, notice, or communication that directly or indirectly relates to either party’s compliance with Privacy Laws relating to provision of the services, to the extent required by law and permitted by confidentiality or legal obligations.

11. General

11.1 Authority

You represent and warrant that you have authority to enter into this Agreement, creating legally enforceable obligations against you or the Merchant you represent.

11.2 Modifications

Developer may modify this Agreement and provide notice through the App, email, website, updates to the date shown at the top, or other electronic means. Continued use of the App indicates acceptance of modifications. You must stop using and uninstall the App if you do not agree to modifications.

11.3 Compliance with laws and documentation

Each party will comply with laws applicable to its performance under this Agreement. You will follow user documentation and will not use the App to access, store, or transmit harmful, fraudulent, illegal, unauthorized, infringing, or malicious materials.

11.4 Governing law

This Agreement is governed by the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflict of law principles. The courts located in Ontario, Canada are proper venue for proceedings in connection with this Agreement. Both parties waive rights to a trial by jury to the extent permitted by law.

11.5 Entire agreement

This is the entire agreement between the parties and supersedes prior agreements related to its subject matter. Invalid or unenforceable terms will be severed and remaining terms will continue in effect. We are independent contractors and this Agreement does not create an agency, partnership, fiduciary relationship, employment relationship, or joint venture.

11.6 Assignment

You may not assign this Agreement without Developer’s written consent. Developer may assign this Agreement without notice to you or your consent.

11.7 Contact

You may contact Developer at: