Kiokii-Apos End-User License Agreement
Last Updated: April 14, 2025
This End-User License Agreement (“Agreement”) is between the business accepting this Agreement (“you” / “Merchant”) and Kiokii (“Developer” / “App Provider”), a company incorporated in Ontario, Canada. This Agreement governs your use of Kiokii-Apos, a semi-integrated point-of-sale connector application developed by Kiokii, and the corresponding services it provides (together with associated documentation and intellectual property: the “App”).
Kiokii-Apos is a private application and is not available to any other merchant or third party. It is designed solely to integrate Heading’s APOS point-of-sale system (“Heading APOS”) with the Clover payment terminal, enabling Kiokii to process customer payments through Clover’s payment infrastructure.
Review this Agreement completely. You agree to be bound by the terms of this Agreement when you 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 not install, copy, or use the App.
1. The App
1.1 Kiokii-Apos provides Kiokii with the ability to: facilitate semi-integrated payment processing between Heading APOS and the Clover payment terminal; process point-of-sale payment transactions including sales, refunds, and voids; read and write customer profiles, purchase history, membership, and loyalty program data; read and write employee records and sales attribution data; read and update real-time inventory data; create and manage orders; and process payments through the Clover POS platform via the Clover Connector Android SDK.
1.2 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 Kiokii’s retail locations. 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 trademarks, service marks, logos, trade dress, or other intellectual property unless expressly provided with the App. Developer reserves all rights, title, and interest in the App 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 updates to continue using the App. Developer may perform maintenance on the App, which may result in service interruptions or delays. Developer may not support older versions of the App. You are solely responsible for obtaining all equipment and services necessary to access and use the App, including compatible Clover hardware, Android devices, and Internet connectivity.
2. Fees
You will pay Developer the applicable fees for your use of the App as agreed upon separately between Kiokii and Kiokii You are responsible for payment of all applicable sales, use, excise, or similar taxes (excluding taxes based on Developer’s income) imposed by any applicable tax authority. You must notify Developer of any billing errors within 120 days of when an error appears on your invoice, after which you release Developer from all liability for losses resulting from those errors.
3. Term
This Agreement commences when you install, copy, or use the App and will continue until terminated by either party in accordance with Section 4 (this period is the Agreement’s “Term”).
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, including Clover/Fiserv; (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.
4.2 Either party may terminate this Agreement by providing thirty (30) days’ written notice to the other party. You will not receive a refund for any fees paid for the period in which termination takes effect.
4.3 Upon termination, you must immediately cease all use of the App and uninstall it from all devices. Sections 5, 7, and 11 of this Agreement will survive termination.
5. Confidentiality, Data, and Ideas
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 a party’s operational, strategic, or financial matters (“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 with no 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 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 or regulation.
5.3 Developer may use data obtained through the App to provide its services to Kiokii, for research and development, or in aggregated and anonymized form, all subject to applicable laws. Information Developer collects in connection with Kiokii-Apos is subject to the Kiokii-Apos Privacy Policy, accessible at: https://kiokii.com/apos/privacy-policy
5.4 You may provide, or Developer may invite you to provide, comments or ideas about the App (“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; (3) you claim no rights in them; and (4) Developer has no obligation to notify or compensate you in connection with their use.
6. Account
You will be required to maintain a Clover merchant account to use the App. You will provide accurate information when setting up your account and will maintain your account with current information. You are responsible for establishing safeguards to prevent unauthorized access to your account, including user names, passwords, and other credentials. You must notify Developer immediately if you discover a security breach involving your account or the App. You are responsible for any unauthorized access to or use of your account.
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 warranties of security, merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation. Developer is not responsible for any errors, interruptions, or failures arising from the interaction of Kiokii-Apos with Heading APOS, the Clover platform, or any third-party systems.
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) that result from your use or misuse of the App or your breach of this Agreement.
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 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 will not exceed the amount of fees you have paid to Developer during the three (3) months prior to the event giving rise to the claim.
8. Communications
Developer will communicate with Kiokii using the contact information provided during account setup or as updated by Kiokii from time to time. All notices under this Agreement must be in writing and delivered by email or other agreed electronic means.
9. Compliance with Privacy Laws
9.1 App Provider will only process Merchant Data and Personal Information on behalf of, and as a Service Provider of, Kiokii, 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 PIPEDA, CCPA, and other applicable privacy and data protection laws (collectively, “Privacy Laws”). App Provider will not “sell” (as defined under Privacy Laws) any such personal information.
9.2 App Provider will not collect, use, retain, disclose, 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 applicable 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 this Agreement.
10. Data Subject Rights — Assistance with Requests
10.1 App Provider will reasonably cooperate and assist Kiokii with meeting its compliance obligations under 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.
10.2 If App Provider receives a request from Kiokii’s data subject to exercise one or more rights under Privacy Laws in connection with the App, App Provider will redirect the data subject to make the request directly to Kiokii. Kiokii will be responsible for responding to any such requests. App Provider will comply with reasonable requests by Kiokii to assist with Kiokii’s response.
10.3 App Provider must notify Kiokii promptly 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 App.
11. General
11.1 You represent and warrant that you have authority to enter into this Agreement and to create performance obligations legally enforceable against Kiokii.
11.2 Developer may modify this Agreement from time to time and will provide Kiokii with written notice when modifications occur. Kiokii’s continued use of the App constitutes acceptance of any modifications. Kiokii must stop using and uninstall the App if it does not agree to any modifications.
11.3 Each party will comply with all applicable laws, rules, and regulations in connection with its performance under this Agreement, including laws related to data privacy, payment processing, and the use of consumer information obtained via the App.
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 conflicts of law principles. The courts in the Province of Ontario are the proper venue for any proceedings in connection with this Agreement.
11.5 This is the entire agreement between the parties with respect to Kiokii-Apos and supersedes any prior agreements related to its subject matter. Any sections of this Agreement that are or become invalid or unenforceable will be severed, and the remaining terms will continue in full force and effect. The parties are independent contractors. This Agreement does not create an agency, partnership, or joint venture of any kind.
11.6 Neither party may assign this Agreement without the other party’s prior written consent, except that Developer may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets upon written notice to Kiokii.
11.7 You may contact Developer at:
Kiokii Email: hello@kiokii.com
You may contact Kiokii at:
Kiokii Unit 1, 140 Amber St, Markham, ON, Canada, L3R 3J8 Email: hello@kiokii.com
