Legal · Clover Integration

Cadance AI End-User License Agreement

Last Updated: August 25, 2026

This End-User License Agreement (Agreement) is between the business accepting this Agreement (you or Merchant) and Cadence AI Inc. (Developer or App Provider). This Agreement is solely between you and Developer, and governs your use of Developer's software application and the corresponding services it provides (together, along with the associated documentation and intellectual property, the App). Review this Agreement completely. You agree to be bound by this Agreement when you click "Accept" or otherwise install, connect, or use the App, and must accept this Agreement before doing so. If you do not agree, you must click "Decline" and must not install, connect, or use the App.

1. The App

1.1 The App provides you with the ability to accept payments through your own Clover merchant account from within your Cadance AI studio management account, and to reconcile those payments to your own records. Specifically, the App allows you to:

• Accept online (card-not-present) payments — take payment for a lesson, package, membership, or gift card remotely, for example when a student pays over the phone or through a payment link you send.
• Accept in-person (card-present) payments — initiate a payment request from Cadance AI to a Clover device at your location and receive the result.
• Apply a completed payment to the correct student, lesson, lesson package, membership, or gift card balance in your account.
• Process refunds and voids that you initiate.
• View payment and revenue reporting for your own locations.

1.2 For in-person payments, the App uses Clover's REST Pay and Cloud Pay Display APIs. Payment requests are transmitted from Developer's backend over the cloud to Clover's own payment application running on your Clover device. Developer does not install custom software on Clover hardware. For online payments, card details are entered into Clover's hosted payment components and tokenized by Clover before reaching Developer's systems.

1.3 In both cases, Developer does not collect, store, process, or transmit full payment card numbers, card verification values, magnetic stripe or chip data, or PINs. Cardholder data is captured and processed by Clover and its payment processors within their PCI DSS-validated environment. Developer receives only tokenized payment references and the transaction results described in Developer's Privacy Policy.

1.4 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 at the locations you have authorized. 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, or other intellectual property except as provided with the App. Developer reserves all right, title, interest, and license in the App not expressly granted to you. You will preserve any proprietary notices or branding associated with the App.

1.5 The App may update automatically from time to time, and you may be required to accept updates to continue using it. Developer may perform maintenance that results in temporary service interruptions. You are solely responsible for obtaining the equipment and services, including Clover hardware and Internet connectivity, necessary to use the App.

2. Fees

Fees for the App, if any, are set out in the separate written services agreement between you and Developer. No fees are charged through the Clover App Market, and Developer does not bill you through Clover. You are responsible for any sales, use, excise, or similar taxes imposed by a federal, state, or local tax authority in connection with those fees, excluding taxes based on Developer's income. You must notify Developer of any billing error within 120 days of the date it appears on your invoice, after which you release Developer from liability for Losses (defined below) resulting from that error.

Payment processing fees charged by Clover or its payment processors for transactions run on your Clover account are governed by your own agreement with Clover and are not charged by, collected by, or payable to Developer.

3. Term

This Agreement commences when you accept it or otherwise install, connect, or use the App, and continues until terminated (this period being the Term).

4. Suspension and Termination

4.1 Developer may promptly suspend or terminate your use of the App if (1) you violate this Agreement; (2) Developer believes your use of the App may damage its reputation or intellectual property rights; (3) Developer suspends or terminates its agreement with any third party involved in providing the App; (4) you exceed normal and reasonable usage of the App; (5) you experience a bankruptcy or insolvency event; or (6) you use the App for any fraudulent, illegal, or unauthorized purpose, or engage in willful misconduct with respect to the App.

4.2 You may terminate this Agreement at any time and for any reason by providing notice to Developer, or by disconnecting the App from your Clover account. Termination is effective at the end of the then-current billing period, if any.

4.3 On termination, Developer will delete or return the personal data it processes on your behalf in accordance with Developer's Privacy Policy and your services agreement, except where retention is required by law.

5. Confidentiality, Data, and Feedback

5.1 Neither party will disclose non-public information about the other's business, including the terms of this Agreement, technical specifications, customer lists, or information relating to operational, strategic, or financial matters (together, Confidential Information). Confidential Information does not include information that (1) is or becomes publicly available through no fault of the recipient; (2) the recipient lawfully possessed before disclosure; (3) is independently developed without reliance on the discloser's Confidential Information; or (4) is received from a third party not obligated to keep it confidential. Each party will implement reasonable safeguards to protect the other's Confidential Information.

5.2 Neither party may disclose the other's Confidential Information except (1) to directors, officers, employees, or representatives who need to know it to perform obligations under this Agreement; (2) in response to a subpoena or court order; or (3) as required by applicable law.

5.3 Developer processes data obtained through the App solely on your behalf and at your direction, in order to provide the App to you, as further described in Sections 8 and 9 and in Developer's Privacy Policy. Developer does not sell that data, does not use it for Developer's own commercial purposes, does not use it for advertising or marketing, and does not use it to train artificial intelligence or machine learning models.

5.4 You may provide, or Developer may invite you to provide, comments or ideas about the App, including suggested improvements (together, Feedback). By submitting Feedback you agree that (1) it is not Confidential Information; (2) it is not subject to any use or disclosure restriction; (3) you claim no rights in it; and (4) Developer has no obligation to notify or compensate you in connection with its use. You release Developer from liability arising from the receipt, review, disclosure, or use of any Feedback you submit.

6. Account and Security

You must register for an account with Developer to use the App. You will provide accurate information and keep it current. You are responsible for establishing safeguards to prevent unauthorized access to your account, including protecting user names, passwords, and other credentials, and for all activity that occurs through your account. You must notify Developer promptly if you discover a security breach involving your account or the App. You are responsible for maintaining the accuracy and completeness of the content you create or store through your account.

7. Risk Allocation

7.1 The App is provided "as-is" and "as-available." You are solely responsible for determining whether the App meets your needs. Developer disclaims all warranties, express or implied, related to your account or the App, including warranties of security, merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation. Developer is not responsible for disclosures, modifications, deletions, or other errors arising from the App's interaction with other applications or their content, including Clover's own applications and services.

7.2 You will indemnify Developer, its directors, officers, employees, agents, subsidiaries, and affiliates against third-party claims for losses, damages, costs, or expenses, including reasonable attorneys' fees (together, Losses), resulting from your use or misuse of the App or your breach of this Agreement. Developer may assume the defense of any such claim at your expense, and you will cooperate with that defense. You will not settle any claim 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 lost profits, revenues, or business opportunities, or for exemplary, punitive, special, indirect, incidental, or consequential damages, regardless of whether those damages were foreseeable or either party was advised they were possible.

7.4 Developer's total aggregate liability to you for all Losses arising from any cause in connection with this Agreement, regardless of the form of action or legal theory, will not exceed the amount of fees you paid to Developer during the three months preceding the Loss.

8. Compliance with privacy laws

App Provider makes the following additional commitments, representations, and warranties to you, Merchant:

8.1 App Provider will process Merchant Data and Personal Information only on behalf of, and as a Service Provider of, the Merchant, and will not collect, retain, use, or disclose that data for any purpose other than performing App Provider's obligations under this Agreement, as permitted under the CCPA and other applicable privacy and data protection laws (together, Privacy Laws). In no event will App Provider "sell" any such Personal Information as that term is defined by Privacy Laws.

8.2 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 any way that does not comply with the CCPA or other Privacy Laws.

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

8.4 App Provider maintains reasonable administrative, technical, physical, and organizational safeguards designed to protect Personal Information, including encryption in transit and at rest and role-based access controls. Because the App uses Clover's payment APIs and hosted payment components for both online and in-person transactions, cardholder data remains within Clover's PCI DSS-validated environment and is not received, stored, or transmitted by App Provider.

9. Data subject rights — assistance with requests

9.1 App Provider will reasonably cooperate with and assist Merchant in meeting Merchant's obligations under the CCPA and other Privacy Laws, including responding to verifiable consumer requests, taking into account the nature of App Provider's processing and the information available to App Provider.

9.2 If App Provider receives a request from a Merchant's data subject seeking to exercise rights under Privacy Laws in connection with the App, App Provider will redirect the data subject to make the request directly to Merchant. Merchant is responsible for responding to such requests. App Provider will comply with reasonable requests by Merchant to assist with Merchant's response.

9.3 App Provider will notify Merchant promptly if it receives any complaint, notice, or communication that relates directly or indirectly to either party's compliance with Privacy Laws in connection with the App.

10. General

10.1 You represent and warrant that you have authority to enter into this Agreement and that it creates performance obligations legally enforceable against you. You further represent that you are authorized to connect the Clover merchant account you designate.

10.2 Developer may modify this Agreement from time to time and will provide notice when it does, which may be given through the App, by email, on a website, or by updating the date shown at the top of this Agreement. Your continued use of the App indicates acceptance of the modifications. You must stop using and disconnect the App if you do not agree to them.

10.3 Each party will comply with the laws, rules, and regulations (together, Laws) applicable to its performance under this Agreement, including laws relating to the collection and use of consumer information obtained through 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 material that is tortious, libelous, or offensive, that contains malicious code, or that infringes third-party intellectual property rights.

10.4 This Agreement is governed by Delaware law, without regard to its conflicts or choice of law rules. The state and federal courts located in the State of Delaware are the proper venue for any proceeding in connection with this Agreement. Both parties waive their rights to a trial by jury in connection with this Agreement.

10.5 This Agreement, together with your services agreement with Developer, is the entire agreement between the parties on its subject matter and supersedes prior agreements relating to it. Any provision that is or becomes invalid or unenforceable will be severed and the remaining terms will continue in effect. Developer does not waive any right under this Agreement by delaying or failing to exercise it. The parties are independent contractors; this Agreement does not create an agency, partnership, or joint venture.

10.6 You may not assign this Agreement without Developer's written consent, and any such assignment is voidable by Developer. Developer may assign this Agreement without notice to you or your consent.

10.7 You may contact Developer at: