RM Sync TOS

END USER LICENSE AGREEMENT

Last Updated: September 2, 2026

This End User License Agreement ("Agreement") is between you, the business or individual installing or using the Run Merchant Sync application (the "App") through the Clover App Market ("you," "your," or "Merchant"), and Run Payments LLC, a Delaware limited liability company, a registered Independent Sales Organization of Wells Fargo Bank, N.A., KeyBank, N.A., and Fifth Third Bank, N.A., located at 1008 Upper Gulph Rd, Suite 300, Wayne, PA 19087 ("Run Payments," "we," "us," or "our"). This Agreement is solely between you and Run Payments. Clover Network, Inc. and Fiserv, Inc. are not parties to this Agreement, and nothing in this Agreement modifies or replaces any separate agreement you have with Clover or Fiserv.

BY CLICKING “INSTALL,” “CONNECT,” OR OTHERWISE DOWNLOADING, INSTALLING, ACCESSING, OR USING THE APP, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT INSTALL OR USE THE APP.

1. Description of the App

Run Merchant Sync is a connector application, available through the Clover App Market, that syncs transaction data from your connected Clover devices, terminals, Clover Virtual Terminal (VT), and Clover Go application directly into your Run Merchant application in real time and allows you to view, void, or refund these transactions directly from Run Merchant application.

2. Eligibility

To install and use the App, you must: (a) hold an active Clover merchant account in good standing; (b) hold an active Run Merchant account with Run Payments or one of its processing partners; and (c) have the authority to bind the business on whose behalf you are installing the App. Run Payments may refuse, suspend, or terminate access to the App for any Merchant that does not meet these requirements.

3. License Grant

Subject to your compliance with this Agreement, Run Payments grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the App solely:

in connection with your own Clover devices and Run Merchant account
for your own internal business purposes
in accordance with the Clover App Market's terms of service and any applicable Clover developer or merchant agreements

No other rights are granted, whether by implication, estoppel, or otherwise. The App is provided at no additional charge, as part of your existing relationship with Run Payments and Clover.

4. Relationship to Clover

The App is distributed through the Clover App Market, which is owned and operated by Clover Network, Inc. / Fiserv, Inc., a third party that is not affiliated with Run Payments except as a technology and payments partner. Your use of Clover devices, the Clover App Market, and any other Clover services remains governed by your separate agreements with Clover and/or Fiserv. Run Payments is solely responsible for the App itself, and is not responsible for the Clover platform, Clover hardware, or any other third-party application.

5. Data Collection and Privacy

The App transmits transaction-level data from your connected Clover endpoints to your Run Merchant account so that transaction records, reporting, and business data can be viewed and managed in real time. Run Payments' collection, use, and handling of data in connection with the App is governed by the Run Payments Privacy Policy, available at runpayments.io/privacy-policy, which is incorporated into this Agreement by reference. By installing the App, you consent to the data practices described in that Privacy Policy. You are responsible for ensuring you have all rights and consents necessary (including from your own customers, where applicable) to permit this data to be collected, transmitted, and processed as described.

5A. CCPA / Service Provider Status

For purposes of the California Consumer Privacy Act (CCPA) and similar state privacy laws, Run Payments processes Merchant Data solely as a service provider to you, for the purpose of providing the App. Run Payments will not sell or share Merchant Data, and will not use Merchant Data for any purpose beyond providing, maintaining, and improving the App, except as permitted by applicable law or as you separately direct.

5B. Security Incident Notification

If Run Payments becomes aware of unauthorized access to Merchant Data resulting from a security incident involving the App, Run Payments will notify you without undue delay after confirming the incident, and will provide the information reasonably available to help you meet your own notification obligations under applicable law.

5C. Data Subject Rights; Assistance With Requests

Run Payments will provide reasonable cooperation and assistance to help you meet your own obligations under the CCPA and other applicable privacy laws in connection with the App, taking into account the nature of Run Payments' processing and the information available to it. Where the functionality of the App permits, Run Payments will make available to you the means to respond to verifiable consumer requests from your customers. If Run Payments receives a request directly from one of your customers seeking to exercise privacy rights in connection with the App, Run Payments will direct that person to submit the request to you, and you remain responsible for responding to it. Run Payments will promptly notify you of any complaint, notice, or other communication it receives that relates to either party's compliance with privacy laws in connection with the App.

6. Merchant Responsibilities

You agree to:

use the App only for lawful business purposes
maintain the security of your Clover and Run Merchant account credentials
not reverse-engineer, decompile, disassemble, or attempt to derive the source code of the App, except to the extent such restriction is prohibited by applicable law
not use the App to interfere with, disrupt, or gain unauthorized access to any system or data
not resell, sublicense, or make the App available to any third party
maintain your own backup copies of your transaction data and other content

6A. Communications

By installing the App, you authorize Run Payments to communicate with you about the App and about your existing business relationship with Run Payments, including by email, text message, or telephone, using the contact information associated with your Clover or Run Merchant account. These communications may include service, support, security, account, and billing notices. You may opt out of non-essential communications at any time.

7. Intellectual Property

The App, including all associated software, trademarks, logos, and content, is owned by Run Payments or its licensors and is protected by applicable intellectual property laws. This Agreement does not transfer any ownership rights to you. All rights not expressly granted are reserved by Run Payments.

7A. Feedback and Ideas

You may choose to provide, or Run Payments may invite you to provide, comments, suggestions, or ideas about the App, including proposed improvements to it (together, "Feedback"). Feedback is not confidential, is not subject to any use or disclosure restriction (express or implied), and you claim no rights in it. Run Payments may use Feedback for any purpose without notice to you, attribution, or compensation, and has no obligation to act on it. You release Run Payments from any liability or obligation arising from its receipt, review, disclosure, or use of Feedback you submit.

8. Modifications; Updates

Run Payments may update, modify, or discontinue the App, or any feature of it, at any time, with or without notice, including to reflect changes to the Clover platform. Continued use of the App after an update constitutes acceptance of the updated App and, where applicable, an updated version of this Agreement.

9. Term and Termination

This Agreement remains in effect for as long as you have the App installed or in use. You may terminate this Agreement at any time by uninstalling or disconnecting the App through the Clover dashboard. Run Payments may suspend or terminate your access to the App at any time, with or without cause or notice, including if you breach this Agreement, if your Clover or Run Merchant account is closed, or if required by a Run Payments processing partner or sponsor bank. Run Payments may also suspend or terminate the App, or your access to it, if Run Payments' own agreement with Clover Network, Inc. or Fiserv, Inc. to distribute the App through the Clover App Market is suspended or terminated for any reason. Upon termination, your license to use the App immediately ends. Sections 5, 5A, 5B, 5C, 7, 7A, 10, 11, 12, 13, and 14 survive any termination of this Agreement.

10. Disclaimer of Warranties

THE APP IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. RUN PAYMENTS DOES NOT WARRANT THAT THE APP WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL TRANSACTION DATA WILL SYNC WITHOUT DELAY OR ERROR, INCLUDING DATA PROCESSED THROUGH GATEWAYS OR PROCESSORS OTHER THAN CLOVER.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL RUN PAYMENTS, ITS SPONSOR BANKS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO YOUR USE OF (OR INABILITY TO USE) THE APP, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RUN PAYMENTS' TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE APP WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT, IF ANY, YOU PAID RUN PAYMENTS FOR THE APP IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

12. Indemnification

You agree to indemnify, defend, and hold harmless Run Payments, its sponsor banks, and their respective officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the App in violation of this Agreement; (b) your violation of any applicable law; or (c) your violation of any third party's rights, including the rights of your own customers.

13. Third-Party Beneficiaries; Sponsor Banks

This Agreement creates no rights in favor of any third party, except that Run Payments' sponsor banks (Wells Fargo Bank, N.A., KeyBank, N.A., and Fifth Third Bank, N.A.) may enforce any provision of this Agreement intended for their benefit.

14. Governing Law; Venue; Jury Trial

This Agreement is governed by New York law, without regard to its choice-of-law provisions. The state and federal courts located in New York, New York will be the proper and exclusive venue for any legal proceeding brought in connection with this Agreement, and you consent to the personal jurisdiction of those courts. Each party waives its right to a jury trial for all claims (including counterclaims) arising in connection with this Agreement. This Agreement does not include an arbitration or class-action waiver provision.

15. Changes to This Agreement

Run Payments may revise this Agreement from time to time. The most current version will be available at https://runpayments.io/rm-sync/tos or provided through the Clover App Market listing or your Run Merchant account. Material changes are effective upon posting, unless otherwise required by law.

16. Contact

Questions about this Agreement can be directed to support@runpayments.io or info@runpayments.io.

17. Miscellaneous

This Agreement, together with the Privacy Policy incorporated by reference, is the entire agreement between you and Run Payments regarding the App and supersedes any prior agreements regarding the App. If any provision of this Agreement is found unenforceable, the remaining provisions remain in full effect. Run Payments' failure to enforce any provision is not a waiver of its right to do so later. You may not assign this Agreement without Run Payments' prior written consent; Run Payments may assign this Agreement without restriction. Run Payments is not liable for any delay or failure to perform resulting from causes outside its reasonable control. You and Run Payments are independent contractors. This Agreement does not create any agency, partnership, joint venture, or employment relationship between you and Run Payments, or between you and Clover Network, Inc. or Fiserv, Inc.