1.1 The App will provide you with the ability to: manage appointments, bookings, services, staff, and business operations, including integration with Clover POS and payment systems.

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 the internal business purposes of a Merchant operating in Canada. 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.

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).

3.1 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.

3.2 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.

4.1 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.

4.2 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.

4.3 Developer may access and use data obtained through the App only as necessary to provide, operate, maintain, support, and secure the App and related services in accordance with this Agreement, applicable law, and Developer's Privacy Policy. Where personal data is processed on behalf of a Merchant, Developer processes such data in its capacity as a service provider and under the Merchant's instructions, except where otherwise required by applicable law.

4.4 You may provide, or Developer may invite you to provide, comments or ideas about the App (including, without limitation, improvements to it) (together, Ideas). Personal information and Merchant Data are governed by Sections 4.3 and 8 and are not subject to clauses (1) through (4) below. 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.

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).

6.1 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.

6.2 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. 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.

6.3 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.

6.4 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.

You authorize Developer to communicate with you electronically or otherwise, as reasonably necessary in connection with your account, the App, and related services under this Agreement, using the contact information you provide (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 your communications provider for phone, text, or email communications that Developer sends to you.

8.1 The App Provider will only process Merchant Data and Personal Information on behalf of, and as service provider of, the Merchant, in accordance with Merchant's instructions, applicable privacy laws, and Section 4.3.

8.2 The App Provider will not collect, use, retain, disclose, sell, share, or otherwise process Personal Information except as necessary to provide the App and related services under this Agreement (including Section 4.3) and as permitted by applicable law.

8.3 App Provider will limit personal information collection to what is reasonably necessary for the purposes described in this Agreement and Merchant's documented instructions, consistent with Section 4.3.

9.1 App Provider will reasonably cooperate with Merchant to respond to individuals' requests to exercise rights under applicable privacy laws (such as access, deletion, correction, or opt-out), where such requests relate to processing App Provider performs on Merchant's behalf as service provider and in accordance with Merchant's instructions.

9.2 If App Provider receives a request directly from an individual that relates to Merchant's business or data for which Merchant is responsible, App Provider will promptly forward the request to Merchant and will not respond except as required by law or as instructed by Merchant.

9.3 App Provider must notify Merchant without undue delay if App Provider becomes aware of a breach of security leading to unauthorized access to Personal Information processed under this Agreement, consistent with applicable law.

10.1 You represent and warrant that you have authority to enter into this Agreement on behalf of yourself or your business and that doing so does not violate any other agreement to which you are bound.

10.2 Developer may modify this Agreement by providing notice as permitted under applicable law or through the App; your continued use of the App after the effective date of modifications constitutes acceptance unless applicable law requires additional consent.

10.3 Each of us will comply with the laws, rules, and regulations applicable to our respective performance under this Agreement (together, "Laws").

10.4 This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Any dispute arising out of or relating to this Agreement or the App shall be resolved exclusively in the courts located in British Columbia, Canada, unless otherwise required by applicable law.

10.5 This Agreement constitutes the entire agreement between you and Developer regarding the App and supersedes all prior or contemporaneous understandings, whether oral or written.

10.6 You may not assign this Agreement or delegate your obligations without Developer's prior written consent; Developer may assign this Agreement in connection with a merger, acquisition, corporate reorganization, or sale of substantially all of its assets.

10.7 You may contact Developer at: