This End User License Agreement ("Agreement") is made between the company or client accepting this Agreement (this company or client is "You" or the "Merchant") and Arven Solutions S.A. ("Developer"). This Agreement is solely between You and the Developer, and governs Your use of the Developer's software application and the corresponding services it provides (together with the associated documentation and related intellectual property: the "App"). Please review this Agreement in full. You agree to be bound by the terms of this Agreement when You accept, download, install, copy, or use the App. If You do not agree with the terms of this Agreement, You must not download, install, copy, or use the App.
1.1 The App provides You with the following services:
1.2 The Developer grants You a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license, during the Term (defined below) of this Agreement, to use the App solely for Your internal business purposes. Otherwise, You will not distribute, lease, rent, host, sublicense, transfer, sell, export, modify, reverse engineer, decompile, copy, compare, create derivative works from, or attempt to derive the source code of the App. This license does not grant You any rights to the Developer's (or any other third party's) trademarks, service marks, logos, trade dress, or other intellectual property unless provided with the App. The Developer reserves to itself (or to applicable third parties) all rights, titles, interests, and licenses (express or implied) in the App not specifically granted to You under this Agreement. You will retain and display any notice, mark, or proprietary legend associated with Your use of the App.
1.3 The App may be automatically updated from time to time, and You may be required to accept such updates to continue using the App. The Developer may perform maintenance on the App, which may result in service interruptions or delays from time to time. The Developer may not support prior versions of the App. You are solely responsible for obtaining all equipment and services (e.g., internet connectivity) necessary to access and use the App.
Use of the App is subject to payment of a monthly subscription fee of USD 10 (ten United States dollars). This amount is stated net, and therefore does not include any applicable national, provincial, or municipal tax, duty, levy, or contribution (including, without limitation, value-added tax — VAT), which shall be borne exclusively by the Merchant. The fee will be billed and collected in full monthly periods in advance. The parties expressly agree that billing applies to the entire commercial month, regardless of the calendar day on which the Merchant registers, downloads, or begins using the App (for example, the full and indivisible value of the monthly fee applies whether registration occurs on day 1, day 20, or any other day of the corresponding month), with no right to proration, refund, or credit note for partial months.
This Agreement begins when You accept, download, install, copy, or use the App, and will continue on a month-to-month basis until terminated (this period is the "Term" of the Agreement).
4.1 The Developer may immediately suspend or terminate Your use of the App if (1) You violate the terms of this Agreement; (2) the Developer believes Your use of the App may harm its reputation or intellectual property rights; (3) the Developer suspends or terminates its agreement(s) with any third party involved in providing the App; (4) You exceed normal and reasonable use of 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 intentional misconduct with respect to Your use of the App.
4.2 Termination by the Merchant: You may terminate this Agreement at any time and without cause. FOR ALL LEGAL AND COMMERCIAL PURPOSES, TERMINATION OF THIS AGREEMENT WILL OPERATE AND TAKE EFFECT IMMEDIATELY FROM THE EXACT MOMENT YOU UNINSTALL THE APP FROM THE CLOVER MARKETPLACE. Removal via the Marketplace is the sole valid means of determining the end of the business relationship and the cessation of subscription fees. Notwithstanding the foregoing, once removal has been processed on that platform, You assume full responsibility for manually uninstalling the App from each and every physical device and Clover terminal owned or used by You on which it is installed.
5.1 Neither party 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 affairs (collectively, "Confidential Information"). Confidential Information does not include information that (1) is or later becomes publicly available through no fault of the recipient; (2) the recipient lawfully possessed before its disclosure; (3) is independently developed without reliance on the disclosing party's Confidential Information; or (4) is received from a third party not under an obligation of confidentiality. Each party will implement and maintain reasonable safeguards to protect the other's Confidential Information.
5.2 Neither party may disclose the other's Confidential Information, except (1) to its respective directors, officers, employees, or representatives who need to know it to fulfill obligations under this Agreement; (2) in response to a subpoena or court order; or (3) as required by applicable laws, rules, or regulations.
5.3 The Developer may use data or information obtained through the App to provide its services, or in aggregated and anonymized form to provide services generally, all subject to applicable Privacy Laws. Information the Developer collects about You or Your Customers is subject to the Developer's privacy notice, available at https://whatsreceipt.arven-tech.com/privacy-policy.
5.4 You may provide, or the Developer may invite You to provide, feedback or ideas about the App, including improvements to it (collectively, "Ideas"). By submitting any Idea, You agree that (1) it is not Confidential Information; (2) it is not subject to any restriction on use or disclosure (express or implied); (3) You claim no rights to it; and (4) the Developer has no obligation to notify or compensate You in connection with its disclosure or use. You release the Developer from any liability or obligation that may arise from the receipt, review, disclosure, or use of any Idea You submit.
Upon downloading the App, the Developer will receive an automatic notification and will proceed with the immediate, automated creation of Your user account. The first time You access the App, You must, on a one-time basis, complete the setup, configuration, and customization of Your user profile according to Your preferences and business needs.
You represent, under oath, that all information provided for the configuration and maintenance of Your profile is truthful and accurate, and You undertake to modify or update it immediately upon any change. You are responsible for establishing safeguards designed to prevent unauthorized access to, disclosure of, use of, or alteration of Your account (safeguards may include, without limitation, usernames, passwords, security questions and answers, or other credentials). You must notify the Developer if You discover a security breach involving Your account or the App. You are responsible for any unauthorized access, disclosure, use, or alteration of Your account, the App, or other transaction information arising through Your systems or account. It is Your responsibility to back up and maintain the accuracy and integrity of any content created, derived from, stored on, or accessed through Your account or Your use of the App (content may include, without limitation, transaction information, text, images, graphics, or photos).
7.1 The App is provided to You "as is" and "as available." You are solely responsible for determining whether the App meets Your needs. THE DEVELOPER DISCLAIMS ALL WARRANTIES (EXPRESS OR IMPLIED) RELATING 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. The Developer is not responsible for any disclosure, modification, deletion, or other error arising in connection with Your use of the App due to its interaction with other applications or their content.
7.2 You will indemnify the Developer, its directors, officers, employees, agents, subsidiaries, and/or affiliates against any third-party claim for losses, damages, costs, or expenses (including reasonable attorneys' fees) (collectively, "Losses") arising from Your use or misuse of the App, or from Your breach of this Agreement. The Developer may assume the defense of any third-party claim for which You must indemnify it (at Your expense), and You will cooperate with that defense. You may not settle any third-party claim involving more than the payment of money without the Developer's written consent.
7.3 To the extent permitted by applicable law, the Developer will not be liable to You for loss of profits, revenue, or business opportunities, nor for any exemplary, punitive, special, indirect, incidental, or consequential damages, regardless of whether such damages were foreseeable or either party was advised of their possibility.
7.4 The Developer's total and aggregate liability to You for all Losses arising from any cause whatsoever (regardless of the form of action or legal theory), in connection with this Agreement, will not exceed ARS 0.
You authorize the Developer to communicate with You electronically or otherwise using the contact information You provide (for example, without limitation, through Your account, the internet, email, text message, a live agent, or automated calls to Your mobile or other telephone, even if such numbers appear on a Do-Not-Call or other non-solicitation registry). You are responsible for any charges assessed by Your communications provider for phone, text, or email communications the Developer sends You.
The Developer makes the following additional commitments, representations, and warranties to the Merchant:
9.1 The Developer will only process Client Data and Personal Information required to provide the services, and will not collect, retain, use, or disclose such data for any purpose other than fulfilling the Developer's obligations under this Agreement, as permitted by Argentine Personal Data Protection Law No. 25,326 and other applicable privacy and data protection laws (collectively, "Privacy Laws"). Under no circumstances will the Developer "sell" (as defined by Privacy Laws) such personal information.
9.2 The Developer will limit the collection, use, retention, and disclosure of personal information to activities reasonably necessary and proportionate to provide the services set out in this Agreement or another compatible operational purpose.
9.3 The Developer will reasonably cooperate with and assist the Merchant in complying with Privacy Law obligations and will respond to related inquiries, including verifiable data subject requests, taking into account the nature of the Developer's processing and the information available to it.
9.4 If the Developer receives a request from a data subject to exercise one or more of their rights under Privacy Laws in connection with the services, where applicable, the Developer will redirect the data subject to submit the request directly to the Merchant. In such cases, the Merchant will be responsible for responding to that request, including, where possible, by using the services' functionality. The Developer will comply with reasonable requests from the Merchant to assist with its response to such a request.
9.5 The Developer must promptly notify the Merchant if it receives any complaint, notice, or communication that directly or indirectly relates to either party's compliance with Privacy Laws in connection with the provision of the services.
10.1 You represent and warrant that You have the authority to enter into this Agreement, creating obligations that are legally enforceable against You.
10.2 The Developer may modify this Agreement from time to time and will notify You when such modifications occur (notice may be given through the App, email, a website, changes to the date shown at the top of this Agreement, or other electronic means). Your continued use of the App indicates Your acceptance of any modification to this Agreement.
10.3 Each party will comply with the laws, rules, and regulations (collectively, the "Laws") applicable to its respective performance under this Agreement. You must follow the requirements of any user documentation provided for use of the App. You will not use the App to access, store, or transmit material that is unlawful, defamatory, or offensive; contains malicious code, viruses, time bombs, trojans, bots, scripts, or other harmful programs; or infringes the intellectual property rights of third parties.
10.4 The terms of this Agreement will be governed by and construed in accordance with the laws of the Argentine Republic, and any dispute that cannot be resolved between the parties will be submitted to the National Commercial Courts sitting in the Autonomous City of Buenos Aires.
10.5 Any section or term of this Agreement that is, or becomes, invalid or unenforceable will be removed, and the remaining terms will continue in force. The Developer does not waive any of its rights under this Agreement by delaying or failing to exercise them. The parties are independent contractors. This Agreement does not create an agency, partnership, or joint venture of any kind.
10.6 You may not assign this Agreement without the Developer's written consent, and any such assignment is voidable by the Developer; however, the Developer may assign this Agreement without prior notice to, or consent from, You.
10.7 You may contact the Developer with any inquiry, request, or complaint at: