Last updated: October 21, 2026

This End-User License Agreement (Agreement) is between the business or individual accepting this Agreement (this business or individual being you/Merchant) and Shopley Inc. (Developer/App Provider). This Agreement is solely between you and Developer/App Provider, and governs your use of Developer's CheQpoint Gift Card & Rewards software application for Clover and the corresponding services it provides (together, along with the associated documentation, proprietary, or intellectual property: 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, or use the App, and must accept this Agreement before doing so. If you do not agree to the terms of this Agreement, you must click "Decline" and must not download, install, copy or use the App.

1. The App

1.1 The CheQpoint Gift Card & Rewards app (App) integrates with the Clover point-of-sale system to enable merchants to sell, reload, redeem and manage branded physical and digital gift cards in preset or custom denominations, check gift card balances, and administer gift card programs across multiple locations and users. Associated services include program reporting and promotional campaign management, allowing merchants to configure discounts, promotional offers and bonus promotional credit, including campaign dates, redemption periods and promotional credit expiry dates. The app forms part of Shopley’s CheQpoint platform and may be used with additional CheQpoint loyalty and promotional services, where enabled. Available features depend on the subscription and supported integrations selected. Developer may use qualified processing partners and other service providers to deliver the App, subject to its obligations under this Agreement.

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 your internal business purposes. 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, except to the extent a restriction is prohibited by applicable law. 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.

1.4 Your Clover account, Clover services and other connected third-party services remain subject to their providers’ applicable terms. Transactions and reporting require supported connections and permissions. Disabling those connections may affect the App. During an interruption, do not assume that transactions have completed; follow the documented procedures and reconcile your records when access returns. Contact [email protected] for assistance.

2. Fees

2.1 You will pay the fees disclosed and accepted for your selected App subscription, including any stated trial or introductory-offer conditions. Where billed through Clover, charges, billing periods, subscription changes and refunds are subject to the applicable Clover App Market billing rules. Any permitted direct billing must be expressly agreed with Developer. A free download does not mean that all program services are free. Card production, processing and additional services may carry separately disclosed and agreed charges; the same service will not be billed twice.

2.2 You are responsible for applicable sales, use, excise or similar taxes, excluding taxes based on Developer’s income. You must notify Developer of billing errors within 120 days after an error appears on your invoice. Any limitation arising from late notification applies only to the extent permitted by applicable law and applicable Clover billing rules, and does not restrict rights that cannot lawfully be waived.

3. Term

This Agreement commences when you accept it or otherwise download, install, copy or use the App and continues month-to-month until terminated (the Term). Any separately agreed services remain subject to Section 11.5.1. No annual renewal term or early termination charge under Shopley’s general Customer Terms and Conditions applies automatically to the App subscription.

4. Suspension and Termination

4.1 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.

4.2 You may terminate this Agreement at any time and for any reason by providing notice to Developer or using the applicable Clover subscription cancellation process. Termination will be effective at the end of the current billing period, unless applicable Clover rules or law require otherwise. Refunds, if any, will be handled in accordance with those rules, applicable law and any expressly agreed refund terms. Where cancellation or uninstallation through Clover ends the App subscription under Clover’s rules, Developer will recognize that cancellation. Ending the App subscription does not itself terminate separately contracted products or services outside the App’s scope.

4.3 On termination, your right to use the App ends. Accrued payment obligations and provisions intended by their nature to continue, including confidentiality, applicable data-protection obligations, risk allocation and dispute provisions, survive. Ending this Agreement does not extinguish valid customer gift card balances or your obligations to cardholders. You remain responsible for arranging continued fulfilment of those obligations.

4.4 Contact Developer before service ends to discuss available data export or migration options. Developer will provide a reasonable opportunity to obtain your Merchant Data before deletion, as required by applicable Clover rules and law. Any additional migration services and charges must be separately agreed. This provision does not promise continued transaction processing after termination. Retention and deletion remain subject to the Privacy Policy, applicable law and Developer’s obligations to Clover.

5. Confidentiality Data and Ideas

5.1 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.

5.2 Neither of us may disclose the other's Confidential Information except (1) to our respective directors, officers, employees, representatives, or service providers 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. Recipients under item (1) must be subject to appropriate confidentiality obligations.

5.3 Developer will use data or information obtained through the App only to provide and support the App and for related operational purposes permitted by Sections 9 and 10, applicable law and Developer’s obligations to Clover. Any use for service improvement or of aggregated or anonymized information is subject to the same restrictions and must not permit identification of an individual or Merchant contrary to those obligations. This section does not authorize independent marketing, sale of personal information or other uses prohibited by Section 9. Information Developer collects about you or your customers is subject to the CheQpoint Gift Card & Rewards Privacy Policy, available at https://www.shopley.com/cheqpoint/clover/privacy.

5.4 You may provide, or Developer may invite you to provide, comments or ideas about the App (including, without limitation, improvements to it) (together, Ideas). 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.

5.5 You must have authority to supply customer and personnel information through the App, provide appropriate notices and obtain any consent required for your program. When using promotional messaging tools, comply with applicable electronic messaging laws, maintain required consent records and honour unsubscribe requests. These responsibilities do not remove Developer’s own legal obligations.

6. Account

6.1 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).

6.2 You are responsible for managing authorized staff access within assigned permissions. You must supply accurate setup and transaction information, review transaction records, report discrepancies promptly and retain records required for your business and applicable law. You must not circumvent security controls or create unauthorized transactions, gift card balances or promotional credit.

6.3 You are responsible for the terms of your customer gift card and rewards program, honouring valid gift cards, and complying with applicable requirements governing gift cards, promotions, refunds, customer communications and unclaimed property. Disclose relevant conditions before a customer purchases a card or accepts an offer. Purchased gift card value and promotional credit must be identified and administered separately where their conditions differ. The App’s functionality does not authorize expiry dates, fees or other restrictions prohibited by law.

7. Risk Allocation

7.1 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.

7.2 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. The 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.

7.3 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.

7.4 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 for the App during the 3 months prior to a Loss.

7.5 The exclusions, disclaimers, indemnities and limitations in this Section 7 apply only to the extent permitted by applicable law. Nothing in this Agreement excludes or limits rights, remedies or liabilities that cannot lawfully be excluded or limited.

8. Communications

Developer may send account, billing, security, support and other service-related communications using the contact information you provide. Marketing communications will be sent only as permitted by applicable law, including any required consent, identification and unsubscribe mechanisms. Accepting this Agreement does not waive applicable marketing or do-not-call protections. You are responsible for charges imposed by your communications provider for receiving communications.

9. Compliance with privacy laws

The App Provider makes the following additional commitments, representations and warranties to you, Merchant. “Merchant Data” means information supplied by or on behalf of Merchant, or collected through the App in providing services to Merchant, including customer, transaction, program and personnel information. “Personal Information” means information within Merchant Data that is personal information or personal data under applicable privacy law. “Services” means the services provided through the App under this Agreement. References to CCPA apply where that law is applicable; Privacy Laws also include applicable Canadian federal and provincial privacy laws and other applicable privacy and data protection laws.

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

9.2 The 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 a way that does not comply with the CCPA or other Privacy Laws.

9.3 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.

9.4 Developer will require service providers handling Merchant Data to use it only for the services they perform for Developer and to comply with appropriate confidentiality and data-protection obligations. Developer remains responsible for its own obligations under this Agreement. Developer will handle retention, deletion and assistance with requests in accordance with the Privacy Policy, applicable Privacy Laws and its obligations to Clover.

10. Assistance with Data Subject Requests

10.1 App Provider will reasonably cooperate and assist Merchant with meeting Merchant's CCPA and Privacy Law compliance obligations and respond to CCPA-related inquiries, including responding to verifiable consumer requests, taking into account, the nature of App Provider's processing, and the information available to App Provider. App Provider will make available to Merchant, in a manner consistent with the functionality of the Service and App Provider’s role as a Service Provider of Personal Information of data subjects, the ability to fulfill data subject requests to exercise their rights under Privacy Laws.

10.2 If App Provider receives a request from Merchant’s data subject to exercise one or more of its rights under Privacy Laws in connection with the Services, App Provider will redirect the data subject to make its request directly to Merchant. Merchant will be responsible for responding to any such request including, where possible, by using the functionality of the Services. App Provider shall comply with reasonable requests by Merchant to assist with Merchant’s response to such a data subject request. Developer may respond directly where required by applicable law or where it is independently responsible for the request.

10.3 App Provider must notify the Merchant immediately if it receives any complaint, notice, or communication that directly or indirectly relates either party's compliance with Privacy Laws relating to provisioning of the Services.

11. General

11.1 You represent and warrant that you have authority to enter into this Agreement, creating performance obligations that are legally enforceable against you.

11.2 Developer may modify this Agreement from time to time and will provide notice through the App, email or another appropriate electronic means. Developer will provide any advance notice or obtain additional acceptance required by applicable law or Clover’s applicable requirements. Continued use after the effective date indicates acceptance to the extent permitted by law. If you do not agree, stop using the App and terminate the subscription under Section 4.2. Changes to separately signed agreements follow their own amendment provisions.

11.3 Each of us will comply with the laws, rules, and regulations (together, Laws) that apply to our respective performance under this Agreement; including, without limitation, laws related to the collection and use of consumer information obtained via the App. You will follow the requirements of all user documentation provided for the App. You will not use your App to access, store, or transmit materials that are tortious, libelous, or offensive; contain malicious code, viruses, time bombs, Trojan horses, bots, scripts or other programs; or infringe third parties' intellectual property rights.

11.4 This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law rules. Subject to mandatory applicable law, the parties submit to the exclusive jurisdiction of the provincial and federal courts located in Ontario for proceedings arising out of this Agreement.

11.5 This Agreement constitutes the entire agreement between us concerning the App and its associated services, subject to Section 11.5.1, and supersedes prior agreements concerning that same subject matter, including earlier CheQpoint App Terms and Conditions, when this Agreement validly takes effect between us. This provision does not dispense with any notice or acceptance required to replace an existing agreement. Invalid or unenforceable provisions will be severed and the remaining provisions will continue in effect. Developer does not waive its rights by delaying their exercise. We are independent contractors; this Agreement does not create an agency, partnership or joint venture.

11.5.1 Scope and Relationship to Other Agreements. This Agreement applies solely to the CheQpoint Gift Card & Rewards application on Clover and its associated services. It does not replace or amend agreements governing other Shopley products or services. Shopley’s general Customer Terms and Conditions do not apply to the App unless expressly incorporated into a separate written agreement covering the App. Any such separate agreement must expressly identify the provisions of this Agreement that it modifies. A separate agreement cannot override mandatory applicable law or Developer’s obligations to Clover. Personal information processed through the App is addressed in the App Privacy Policy; nothing in this section authorizes data handling prohibited by Sections 9 and 10.

11.6 You may not assign this Agreement without Developer's written consent, which assignment is voidable by the Developer; however, Developer may assign this Agreement without notice to you or your consent.

11.7 You may contact Developer at: Shopley Inc. | 1-877-490-0003 | [email protected]. Address: 379 Adelaide Street West, 2nd Floor, Toronto, Ontario M5V 1S5, Canada. Privacy inquiries: [email protected].