Tavra End-User License Agreement

This End-User License Agreement (“EULA”) is between Tavra Technologies, LLC (“Tavra,” “we,” “us,” or “our”) and the business or individual accepting this EULA (“Merchant,” “you,” or “your”).

This EULA governs your access to and use of the Tavra software application and the services, features, documentation, updates, integrations, and related technology provided through or in connection with it (collectively, the “App”).

By clicking “Accept,” installing the App, connecting the App to your Clover account, creating an account, subscribing to the App, or otherwise accessing or using the App, you agree to this EULA. If you accept this EULA on behalf of a business or other entity, you represent and warrant that you have authority to bind that entity.

If you do not agree to this EULA, do not install, access, connect, or use the App.

Clover is not a party to this EULA and is not the licensor or provider of the App. This EULA is solely between you and Tavra.

1. The App

1.1 App functionality

Tavra provides restaurant AI phone operations tools. Depending on your subscription, configuration, integrations, and enabled features, the App may:

• Answer and route restaurant telephone calls.
• Answer questions using business information and sources configured by Merchant.
• Take and manage to-go orders.
• Gather menu selections, modifiers, special instructions, and customer information.
• Facilitate secure checkout through supported payment services.
• Submit completed orders, tickets, or related information to connected point-of-sale or restaurant systems.
• Collect, request, confirm, update, or cancel reservations when configured.
• Manage wait-status, voicemail, message, notification, and escalation workflows.
• Generate or store call logs, recordings, transcripts, summaries, orders, reservations, messages, and other operational records.
• Provide dashboards, account controls, configuration tools, reporting, and related support services.

The exact functionality available to you depends on your plan, restaurant configuration, geographic availability, third-party integrations, and any applicable App Market listing, order form, pilot agreement, or other written ordering document.

1.2 Evaluation services

Features provided on a free, trial, pilot, beta, demonstration, pre-release, evaluation, or testing basis (“Evaluation Services”) may be incomplete, experimental, limited, changed, suspended, or discontinued at any time.

Unless Tavra expressly agrees otherwise in writing, Evaluation Services are provided solely for evaluation and testing and without service-level, implementation, support, refund, or continued-availability commitments.

2. License and Ownership

2.1 Limited license

Subject to your compliance with this EULA and payment of applicable fees, Tavra grants you a limited, nonexclusive, revocable, nontransferable, and nonsublicensable license during the applicable subscription term to access and use the App solely for your internal business operations.

You may permit your employees, contractors, and other authorized personnel (“Authorized Users”) to use the App on your behalf. You are responsible for their activity and compliance with this EULA.

2.2 Ownership

Tavra and its licensors retain all right, title, and interest in and to the App, including its software, technology, source code, object code, workflows, models, prompts, algorithms, designs, documentation, interfaces, trademarks, service marks, and other intellectual property.

Except for the limited license expressly granted by this EULA, no rights or licenses are granted to you by implication, estoppel, or otherwise.

2.3 Restrictions

You will not, and will not allow another person to:

• Copy, sell, resell, rent, lease, sublicense, distribute, pledge, transfer, or commercially exploit the App except as expressly permitted by this EULA.
• Modify, translate, adapt, or create derivative works based on the App.
• Reverse engineer, decompile, disassemble, decode, or attempt to discover the source code, underlying structure, algorithms, prompts, models, or systems of the App, except to the limited extent applicable law expressly prohibits this restriction.
• Use the App or its outputs to create, train, improve, or operate a competing product or service.
• Conduct unauthorized benchmarking, security testing, penetration testing, scraping, or automated extraction.
• Remove, obscure, or modify proprietary notices, branding, or labels.
• Circumvent or interfere with security controls, usage restrictions, authentication systems, rate limits, or access controls.
• Access the App using unauthorized credentials or through a method not provided or approved by Tavra.
• Use the App for an unlawful, fraudulent, abusive, deceptive, harmful, infringing, or privacy-violating purpose.
• Upload, transmit, or introduce malicious code or materials that violate applicable law or third-party rights.

3. Accounts and Authorized Users

You must provide accurate, current, and complete account, business, billing, and contact information.

You are responsible for:

• Protecting usernames, passwords, tokens, API credentials, and other authentication information.
• Limiting access to appropriate Authorized Users.
• Promptly disabling access for people who are no longer authorized to use the App.
• Maintaining the security of devices, networks, email accounts, telephone accounts, Clover accounts, and other systems connected to the App.
• All instructions, settings, uploads, approvals, and other activity occurring through your account or credentials.

You must promptly notify Tavra if you discover or reasonably suspect unauthorized access, credential compromise, or another security incident involving your account or the App.

4. Fees, Billing, and Taxes

You will pay the fees associated with the plan or pricing tier you select.

For an App installed through the Clover App Market, App fees and billing terms will be those displayed in the Clover App Market at the time of installation or subscription and will be processed through the applicable App Market billing process.

Any permitted implementation, professional-service, equipment, usage-based, or other charges not included in the App Market subscription will be governed by the applicable order form or other written agreement.

You authorize the applicable billing provider to charge the payment method or merchant account associated with your subscription. Recurring subscriptions will renew according to the billing cadence and cancellation terms disclosed when you subscribe.

Except where required by law or expressly stated in an applicable written agreement:

• Fees are stated and payable in U.S. dollars.
• Fees are nonrefundable.
• Tavra does not provide refunds or credits for partial billing periods.
• You are responsible for applicable sales, use, excise, value-added, or similar taxes, excluding taxes based on Tavra’s net income.

You must notify Tavra of a claimed billing error within 120 days after the charge or invoice first appears. Failure to provide timely notice may waive the claim to the extent permitted by law.

5. Merchant Data and Privacy

5.1 Merchant Data

“Merchant Data” means information, content, and materials submitted, provided, synced, generated, or made available by or for Merchant through the App. Merchant Data may include:

• Restaurant and location information.
• Menus, prices, modifiers, policies, hours, and configuration settings.
• Clover or other point-of-sale information made available under permissions granted by Merchant.
• Caller and guest information.
• Call recordings, transcripts, summaries, and logs when those features are enabled.
• Orders, reservations, wait-status records, messages, and operational records.
• Authorized User and account information.

As between Tavra and Merchant, Merchant retains its rights in Merchant Data.

You grant Tavra a nonexclusive, worldwide license to host, store, access, copy, process, transmit, modify, display, and otherwise use Merchant Data as reasonably necessary to provide, secure, support, maintain, analyze, and improve the App; perform Tavra’s obligations; comply with law; prevent fraud or misuse; and enforce this EULA.

5.2 Merchant responsibilities

You are responsible for the accuracy, quality, legality, reliability, and appropriateness of Merchant Data.

You represent and warrant that you have all rights, permissions, notices, and consents necessary to provide Merchant Data to Tavra and authorize its processing under this EULA.

5.3 Personal information processed for Merchant

When Tavra processes personal information on Merchant’s behalf, Tavra will act as Merchant’s service provider or processor as those terms are defined under applicable privacy laws.

Tavra will:

• Process personal information for the business purposes described in this EULA and Tavra’s Privacy Policy.
• Limit its collection, use, retention, and disclosure to purposes reasonably necessary and proportionate to provide, protect, maintain, and improve the App or fulfill another permitted operational purpose.
• Not sell personal information processed on Merchant’s behalf.
• Not share such personal information for cross-context behavioral advertising.
• Provide reasonable assistance with legally required data-subject requests, considering the nature of Tavra’s processing and the information available to Tavra.

If Tavra receives a privacy request concerning information processed on behalf of Merchant, Tavra may direct the individual to Merchant. Merchant remains responsible for responding to requests relating to Merchant’s own relationship with its callers, guests, employees, and customers unless applicable law requires otherwise.

Data obtained through Clover will be used only to provide, operate, secure, maintain, or support the App for the applicable Merchant and as otherwise permitted by applicable Clover terms and law.

5.4 Aggregated and de-identified information

To the extent permitted by applicable law and third-party platform requirements, Tavra may create and use aggregated or de-identified information that does not identify Merchant, Authorized Users, callers, guests, or other individuals. Tavra may use this information for analytics, security, research, product development, performance measurement, and improvement of the App.

5.5 Privacy Policy

Tavra’s collection and processing of personal information is further described in the Tavra Privacy Policy:

https://www.tavraos.com/legal/privacy/

The Privacy Policy is incorporated into this EULA by reference.

6. Required Notices and Consents

Merchant is responsible for providing all notices and obtaining all permissions and consents required for its use of the App.

Depending on Merchant’s configuration and applicable law, this may include notices or consents relating to:

• AI-assisted telephone interactions.
• Call recording and monitoring.
• Speech-to-text transcription.
• Text messages and telephone communications.
• Collection and processing of caller or guest information.
• Ordering, reservation, and payment workflows.
• Employee or contractor access.
• Merchant’s privacy practices.

Merchant must not configure or use the App in a way that conflicts with Tavra’s Privacy Policy or prevents Tavra from providing notices or obtaining consent where Tavra is independently required to do so.

7. AI, Voice, Ordering, and Operational Outputs

The App relies on technologies and third-party systems that may include artificial intelligence, speech recognition, text-to-speech, transcription, telecommunications, point-of-sale systems, payment services, reservation systems, and internet connectivity.

These technologies may produce errors, delays, omissions, misrecognitions, interruptions, or unavailable outputs. Tavra does not guarantee that every call, recording, transcript, order, reservation, payment flow, menu answer, handoff, integration action, or operational record will be complete, accurate, uninterrupted, or accepted by a third-party system.

Merchant is responsible for:

• Reviewing and accurately configuring menus, prices, taxes, modifiers, hours, policies, allergen information, ordering rules, reservation rules, payment settings, routing instructions, and fallback behavior.
• Testing the App before relying on it for live operations.
• Training personnel on relevant workflows and escalation procedures.
• Reviewing operational records and handling disputes with callers or guests.
• Maintaining appropriate fallback procedures for outages, unavailable integrations, emergencies, regulated products, allergies, unclear requests, or sensitive situations.
• Determining whether an App output is appropriate for Merchant’s particular business or customer.

The App is not an emergency service and must not be relied upon to contact emergency responders or handle situations requiring immediate medical, police, fire, or other emergency assistance.

Information concerning ingredients, allergens, dietary restrictions, alcohol, regulated products, or health-related matters must be reviewed and controlled by Merchant. The App is not a substitute for trained restaurant personnel or professional medical advice.

8. Third-Party Services and Clover

The App may operate with or depend on third-party products and services, including Clover, telecommunications carriers, internet providers, hosting providers, AI providers, speech providers, payment processors, reservation platforms, messaging providers, and other integrations (“Third-Party Services”).

You authorize Tavra to access and exchange information with Third-Party Services you connect to the App, within the permissions you grant.

You are responsible for:

• Maintaining your third-party accounts, credentials, subscriptions, permissions, equipment, and connectivity.
• Complying with applicable third-party terms.
• Obtaining authorization to connect each Third-Party Service.
• Charges imposed independently by Third-Party Services.

Tavra does not control and cannot guarantee the continued availability, accuracy, security, support, or performance of Third-Party Services. Provider outages, API changes, permission changes, authentication failures, platform reviews, account suspensions, or other third-party actions may limit or interrupt the App.

Clover and its affiliates, representatives, licensors, and distribution partners:

• Are not parties to this EULA.
• Do not license or provide the App.
• Are not responsible for the App’s operation, support, maintenance, security, accuracy, or performance.
• Have no liability to Merchant arising from Merchant’s installation of or use of the App.

Nothing in this EULA modifies the separate terms governing Merchant’s relationship with Clover.

9. Updates, Maintenance, and Support

Tavra may provide patches, fixes, upgrades, enhancements, modifications, new releases, or other updates to the App (“Updates”). Updates become part of the App and are governed by this EULA.

The App may update automatically. You may be required to install or accept an Update to continue using the App.

Tavra may perform scheduled or emergency maintenance that causes interruptions or delays. Tavra may discontinue support for older versions of the App.

Unless Tavra expressly agrees to a service level in a written order form, Tavra does not guarantee a particular level of availability, response time, resolution time, or uninterrupted operation.

10. Confidentiality and Feedback

Each party may receive nonpublic business, technical, financial, operational, or security information belonging to the other party (“Confidential Information”).

Each party will:

• Use the other party’s Confidential Information only as necessary to perform or exercise its rights under this EULA.
• Apply reasonable safeguards to protect it.
• Disclose it only to personnel, contractors, or professional advisers who need to know it and are subject to confidentiality obligations.
• Disclose it when required by law, subpoena, or court order, provided legally permitted notice is given to the other party.

Confidential Information does not include information that the recipient can demonstrate:

• Is publicly available through no breach of this EULA.
• Was lawfully known without a confidentiality obligation.
• Was independently developed without using the other party’s Confidential Information.
• Was lawfully received from another source without a confidentiality obligation.

If you provide suggestions, comments, feature requests, ideas, or other feedback concerning the App (“Feedback”), you grant Tavra a worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid-up license to use and incorporate the Feedback for any lawful purpose without restriction, attribution, or compensation.

11. Term, Suspension, and Termination

This EULA begins when you accept it, install the App, connect the App to your Clover account, subscribe, or first access or use the App. It continues while your subscription or authorized use remains active.

For an App installed through the Clover App Market, you may cancel or uninstall the App through the cancellation or uninstall process provided by the Clover App Market. Cancellation and the cessation of recurring App Market charges will take effect according to the terms displayed through that process.

Any separate order form, pilot agreement, professional-services agreement, or other written contract remains subject to its own term and termination provisions.

Tavra may suspend or terminate access to the App if:

• You fail to pay applicable fees.
• You breach this EULA or another applicable agreement.
• Your use creates a security risk or materially degrades the App.
• Your use is fraudulent, unlawful, unauthorized, or abusive.
• Suspension is required by law, Clover, or another Third-Party Service.
• A Third-Party Service necessary to provide the App suspends or terminates its relationship with Tavra or Merchant.
• You experience bankruptcy or insolvency circumstances affecting performance of your obligations.

Where reasonably practicable, Tavra will provide notice and an opportunity to cure before suspending or terminating the App. Tavra may act immediately when necessary to address fraud, unlawful conduct, security risks, imminent harm, or third-party platform requirements.

Upon termination:

• Your license and right to use the App end.
• You must stop accessing and using the App.
• Outstanding payment obligations remain due.
• Merchant Data may be deleted or made unavailable according to Tavra’s retention practices, Privacy Policy, applicable law, and any written agreement.

Provisions that by their nature should survive termination will survive, including ownership, restrictions, payment obligations, confidentiality, data rights, disclaimers, indemnification, limitations of liability, and general provisions.

12. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE APP AND ALL EVALUATION SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

EXCEPT AS EXPRESSLY STATED IN A WRITTEN AGREEMENT, TAVRA DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, ACCURACY, AVAILABILITY, AND WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

TAVRA DOES NOT WARRANT THAT THE APP WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, ALWAYS AVAILABLE, ACCURATE, COMPLETE, ACCEPTED BY A THIRD-PARTY PROVIDER, OR SUITABLE FOR EVERY CALL, CUSTOMER, MENU, ORDER, PAYMENT, RESERVATION, OR OPERATIONAL SCENARIO.

Some jurisdictions do not allow certain warranty exclusions. In those jurisdictions, the exclusions apply only to the maximum extent permitted by law.

13. Indemnification

Merchant will defend, indemnify, and hold harmless Tavra, its affiliates, and their respective employees, contractors, directors, officers, suppliers, and representatives from claims, liabilities, damages, losses, judgments, penalties, costs, and expenses, including reasonable attorneys’ fees, arising out of or relating to:

• Merchant Data or Merchant’s products and services.
• Merchant’s relationship with callers, guests, employees, or customers.
• Merchant’s configuration, use, or misuse of the App.
• Merchant’s failure to provide required notices or obtain required consents.
• Merchant’s connected accounts, systems, equipment, or Third-Party Services.
• Merchant’s violation of applicable law or third-party rights.
• Merchant’s breach of this EULA.

For paid App services, Tavra will defend and indemnify Merchant against a third-party claim alleging that the App, as provided by Tavra and used in accordance with this EULA, infringes that third party’s intellectual property rights.

Tavra’s obligation does not apply to claims arising from:

• Evaluation Services.
• Merchant Data or Merchant specifications.
• Modifications not made by Tavra.
• Combinations with products or materials not provided by Tavra.
• Use outside the scope of this EULA.
• Continued allegedly infringing use after Tavra provides notice and a reasonable alternative.

Indemnification obligations are conditioned on the indemnified party providing prompt notice, reasonable cooperation, and control of the defense to the indemnifying party. No settlement may impose a nonmonetary obligation or admission on the indemnified party without its prior written consent.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS, OR REPRESENTATIVES WILL BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANOTHER LEGAL OR EQUITABLE THEORY FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS, MERCHANT’S PAYMENT OBLIGATIONS, MERCHANT’S BREACH OF THE LICENSE RESTRICTIONS, OR LIABILITIES THAT CANNOT BE LIMITED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE APP OR THIS EULA WILL NOT EXCEED THE FEES PAID OR PAYABLE BY MERCHANT TO TAVRA FOR THE APP DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

If applicable law does not permit a limitation stated above, that limitation will apply only to the maximum extent permitted by law.

15. Compliance With Laws

Each party will comply with laws, rules, and regulations applicable to its performance under this EULA.

Merchant is responsible for ensuring that its configuration and use of the App complies with applicable requirements concerning privacy, consumer protection, call recording, transcription, artificial intelligence disclosures, telecommunications, telemarketing, text messaging, payments, food ordering, alcohol or regulated products, taxes, employment, accessibility, export controls, and transmission of personal or technical data.

You may not use or export the App in violation of United States export-control or sanctions laws. You represent that you are not located in a country subject to a comprehensive United States government embargo and are not identified on a United States government list of prohibited or restricted parties.

16. Communications

Tavra may send you service-related communications through the App, your account, email, telephone, text message, or other contact information you provide.

Service-related communications may include authentication messages, security alerts, operational notifications, billing notices, support communications, integration alerts, and changes to the App or this EULA.

You are responsible for charges imposed by your communications provider. Marketing communications will be sent subject to applicable law and available opt-out rights.

17. Changes to This EULA

Tavra may update this EULA by posting an updated version, changing the “Last Updated” date, or providing notice through the App, website, email, or another reasonable method.

If an update materially reduces your rights or increases your obligations, Tavra will provide reasonable advance notice where required by law.

For distribution through the Clover App Market, Tavra will submit amendments for Clover’s approval when required before making those amendments effective for Clover merchants.

Your continued use of the App after an updated EULA becomes effective constitutes acceptance to the extent permitted by law. If you do not agree to an update, you must stop using and uninstall the App.

18. Governing Law and General Provisions

This EULA is governed by the laws of the State of Texas, excluding its conflict-of-law rules. The parties consent to exclusive jurisdiction and venue in the state and federal courts located in Texas for disputes arising out of or relating to this EULA, except that either party may seek injunctive or equitable relief in any court of competent jurisdiction.

This EULA, Tavra’s Terms of Service, the applicable App Market fees, and any applicable order form or written agreement constitute the agreement governing your use of the App.

Tavra’s Terms of Service are available at:

https://www.tavraos.com/legal/terms/

If these documents conflict:

• An applicable signed order form or written agreement controls for the products and services covered by that document.
• This EULA controls regarding the license and use of the App.
• Tavra’s Terms of Service apply to matters not specifically addressed by this EULA.

You may not assign this EULA without Tavra’s prior written consent. Tavra may assign it to an affiliate or successor in connection with a merger, acquisition, reorganization, financing, or sale of all or substantially all relevant assets.

Tavra may use affiliates, vendors, and subcontractors to perform its obligations.

The parties are independent contractors. This EULA does not create an agency, partnership, joint venture, fiduciary, franchise, or employment relationship.

Except as expressly stated, this EULA does not create third-party beneficiary rights.

If a provision is found invalid or unenforceable, it will be reformed only to the minimum extent necessary, and the remaining provisions will remain effective.

A party’s failure or delay in enforcing a provision is not a waiver.

Except for payment obligations, neither party will be responsible for a failure or delay caused by circumstances beyond its reasonable control, including severe weather, natural disasters, fire, flood, power failure, internet or telecommunications failure, denial-of-service attacks, provider outages, war, terrorism, civil disturbances, labor disruptions, governmental actions, or court orders.

19. Contact Information

Questions about this EULA may be directed to: