Last updated: May 13, 2026
This End-User License Agreement (Agreement) is between the business or individual accepting this Agreement (this business or individual being you/Merchant) and VenueCore (Developer/App Provider). This Agreement is solely between you and Developer/App Provider, and governs your use of Developer's software application 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.
1.1 The App will provide you with the ability to: (a) automatically deduct ingredient inventory in real time from sales processed through your Clover device(s), including adjustments for menu modifiers; (b) create and manage ingredients, recipes, modifier recipes, categories, par levels, reorder quantities, shelf life, and cost-per-unit information; (c) record and track physical stock entries across one or more locations, including container status (sealed, open, empty), expiration dates, and lot numbers, with first-in-first-out usage logic; (d) identify items that are below par level or out of stock and view associated alerts; (e) record waste with reason codes and view the cost impact of waste; (f) conduct physical inventory counts and review variance between expected and actual quantities; (g) manage suppliers and create, send, and receive purchase orders; (h) generate and approve reorder requests for items below par level; (i) transfer stock between locations through an approval-based workflow; (j) view dashboard reporting and analytics including total stock value, low-stock and out-of-stock lists, recent activity, expiring items, top-moving items, and month-over-month comparisons; (k) analyze per-menu-item profitability including ingredient cost, labor cost, overhead, gross and net margins, cost-of-goods percentage, and return on investment; (l) review a complete audit log of inventory transactions including deductions, waste, transfers, and counts; (m) use AI-assisted features to query inventory in natural language and to generate suggested recipes for menu items; and (n) connect the App to your Clover account via OAuth in order to synchronize menu items and modifiers from Clover and push updated stock quantities back to Clover. Features available to you may vary based on your subscription plan and the configuration of your Clover account.
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. 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.
You will pay a monthly subscription fee for your use of the App at the price shown on the App's Clover App Market listing. All subscription fees are billed and collected by Clover through the Clover App Market billing system and appear on your Clover merchant statement; Developer does not collect payment from you directly and does not collect, store, or process your payment card information. You are responsible for payment of all sales, use, excise, or similar taxes (excluding taxes based on the Developer's income) imposed by federal, state, or local tax authority. You must notify the Developer of any billing errors within 120 days from when an error appears on your statement, after which you release the Developer from all liability for Losses (defined below) resulting from these errors.
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).
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 (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.
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, 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.
5.3 Developer may use data or information obtained through the App to provide its services, for research and development, or in aggregated and anonymized form to provide services generally; all subject to applicable Laws (defined below). Information Developer collects about you or your consumers is subject to Developer's privacy policy, which is accessible at /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 Subprocessors. Developer may engage third-party service providers (Subprocessors) to perform certain functions on its behalf in connection with the App, including without limitation cloud hosting, database services, transactional email, error monitoring, and artificial-intelligence/machine-learning services. Developer remains responsible for the acts and omissions of its Subprocessors with respect to their performance of obligations under this Agreement. A current list of categories of Subprocessors is available on request to the contact in Section 11.7.
5.6 AI Features. Certain features of the App use artificial-intelligence or machine-learning models (including third-party AI/ML services acting as Subprocessors) to process inputs you provide, such as natural-language queries about your inventory or requests to suggest recipes for menu items. When you use these features, the inputs you submit may be transmitted to and processed by such third-party AI/ML providers. Developer does not authorize any AI/ML Subprocessor to use Merchant Data or Personal Information to train models for the benefit of other customers, and Developer will use commercially reasonable efforts to select AI/ML Subprocessors that comply with applicable Privacy Laws. Outputs generated by AI features are provided for informational purposes; you are responsible for reviewing AI-generated content before acting on it.
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).
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 during the 3 months prior to a Loss.
You authorized Developer to communicate with you electronically or otherwise using the contact information you provide to it (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 you communications provider for phone, text, or email communications that Developer sends to you.
The App Provider makes the following additional commitments, representations, and warranties to you, Merchant:
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.
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.
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.
10.4 GDPR and International Data Protection. To the extent App Provider processes Personal Data of data subjects located in the European Economic Area, the United Kingdom, or Switzerland in connection with the App, App Provider acts as a "processor" and Merchant acts as a "controller" as those terms are defined under the General Data Protection Regulation (Regulation (EU) 2016/679) and equivalent legislation (collectively, GDPR). App Provider will: (a) process such Personal Data only on documented instructions from Merchant, including the instructions set out in this Agreement, unless required to do otherwise by applicable Law; (b) ensure that persons authorized to process the Personal Data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality; (c) implement appropriate technical and organizational measures designed to ensure a level of security appropriate to the risk; (d) make available to Merchant information reasonably necessary to demonstrate compliance with this Section; and (e) assist Merchant, taking into account the nature of the processing, in fulfilling Merchant's obligations to respond to requests by data subjects to exercise rights under GDPR.
10.5 Data Retention, Return, and Deletion. Upon termination or expiration of this Agreement, or earlier upon Merchant's written request, App Provider will, at Merchant's election, delete or return all Merchant Data and Personal Information processed on Merchant's behalf, and delete existing copies, except to the extent applicable Law requires retention. Unless Merchant requests earlier deletion or return, App Provider's standard practice is to retain Merchant Data for thirty (30) days following termination to allow for reinstatement of service, after which the data is permanently deleted from active systems (encrypted back-up copies are automatically deleted in the ordinary course of operations on a rolling thirty (30) day schedule).
10.6 Security Incident Notification. App Provider will notify Merchant without undue delay, and in any event within seventy-two (72) hours, after becoming aware of any unauthorized access, use, disclosure, alteration, or destruction of Merchant Data or Personal Information (a Security Incident). Such notification will include, to the extent then known, a description of the nature of the Security Incident, the categories and approximate number of data subjects and records concerned, the likely consequences, and the measures taken or proposed to address the Security Incident.
10.7 Security Measures. App Provider will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Merchant Data and Personal Information, including: encryption of data in transit; access controls restricting Personal Information to authorized personnel with a need-to-know; logging and monitoring of access to systems containing Merchant Data; and periodic review of security practices.
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 you with notice when these modifications occur (notification may be 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 modifications to this Agreement. You must stop using and uninstall the App if you do not agree to any modifications that are made to this Agreement.
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, scrips or other programs; or infringe third parties' intellectual property rights.
11.4 This Agreement is governed by New Jersey law, without regard to its conflicts or choice of law statutes. The courts in or for Bergen County, New Jersey are proper venue for any proceedings in connection with this Agreement. Both of us waive our rights to a trial by jury in connection with this Agreement.
11.5 This is the entire agreement between us, and supersedes any prior agreements related to its subject matter. Any sections or terms of this Agreement that are, or become, invalid or unenforceable will be severed; and the remaining terms will continue in effect. Developer is not waiving any of its rights under this Agreement if it delays their exercise or fails to exercise them. We are independent contractors. This Agreement does not create an agency, partnership, or joint venture of any kind.
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: [email protected]
VenueCore Inventory v1.0.1