END USER LICENSE AGREEMENT & TERMS OF USE

Last Updated: 12/20/2025

IMPORTANT — READ CAREFULLY: These Terms constitute a binding legal agreement between Cobalt Payments Inc. and its subsidiaries and affiliates (collectively, “Cobalt,” “Bevly,” “BevlyPOS,” “we,” “us,” or “our”) and the individual or business entity accessing or using any Cobalt website, application, platform, API, or related services (“you,” “your,” “Merchant,” or “User”). If you accept these Terms on behalf of a business, you represent and warrant that you have the authority to bind that business to these Terms.

In these Terms, “Site” refers to www.BevlyPOS.com, www.Cobalt.info, www.Cxbolt.com, www.cobaltconnect.net, www.cobaltpays.com, and any other websites that Cobalt may create or use; “App” or “Services” refers to the BevlyPOS application, Cobalt web application, Cobalt Android application, Cobalt API, and all related products and services offered by Cobalt, whether distributed through the Clover App Market, directly, or through any other channel.

BY CLICKING “INSTALL,” “I AGREE,” OR BY ACCESSING, DOWNLOADING, OR USING THE SITE, APP, OR SERVICES (INCLUDING ANY CONTENT PROVIDED THEREIN), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND OUR PRIVACY POLICY. IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY, YOU MAY NOT ACCESS OR USE THE SITE, APP, OR SERVICES AND MUST IMMEDIATELY CEASE ALL USE.

1. Third-Party Platforms and Marketplace

1.1 Third-Party Relationship. The App may be distributed through the Clover App Market or other third-party platforms and may integrate with Clover devices, APIs, and services. Clover and any other third-party platform provider are not parties to these Terms, bear no responsibility for the App or Services, and have no obligation to provide maintenance, support, or warranty services.

1.2 Platform Dependencies. The App depends on third-party services, platforms, and infrastructure. Cobalt is not liable for any third-party outages, API changes, permission limitations, throttling, deprecation, discontinuation, or any other act or omission by a third party that affects the availability or functionality of the App.

1.3 Third-Party Data. Some data accessible through the App may be provided by Clover or other third parties. Cobalt does not guarantee the completeness, accuracy, timeliness, or continued availability of any third-party data.

2. License Grant

2.1 License. Subject to your compliance with these Terms, Cobalt grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term of this Agreement to access and use the App and Services solely for your internal business operations. This license does not grant you any rights to Cobalt’s (or any third party’s) trademarks, service marks, logos, trade dress, or other intellectual property unless expressly provided with the App.

2.2 Reservation of Rights. Cobalt and its licensors retain all right, title, and interest (including all intellectual property rights) in and to the App, Site, Services, and all modifications, enhancements, and updates thereto. All rights not expressly granted herein are reserved.

3. Restrictions on Use

You will not (and will not permit any third party to):

• (a) Reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, or underlying structure of the App or any component thereof;
• (b) Bypass, circumvent, disable, or otherwise interfere with any security, access control, or authentication features of the App, Site, or Services;
• (c) Scrape, export, republish, or redistribute distributor catalogs, pricing, product content, market data, analytics, reports, or any other proprietary data except as expressly permitted in writing;
• (d) Use the App, Services, or any data obtained therefrom to build, improve, train, or contribute to a competing product or service;
• (e) Resell, rent, lease, sublicense, distribute, host, transfer, or provide the App as a service bureau, managed service, or otherwise make the App available to any third party;
• (f) Benchmark the App or publish performance tests, comparisons, or analyses without Cobalt’s prior written consent;
• (g) Copy, modify, create derivative works from, or distribute the App or any portion thereof;
• (h) Use any data mining, robots, spiders, or similar automated data-gathering or extraction methods on the Site or Services;
• (i) Manipulate or display the Site or its content using framing, mirroring, or similar navigational technology;
• (j) Use the App to access, store, or transmit materials that are tortious, libelous, offensive, contain malicious code, or infringe any third party’s intellectual property rights; or
• (k) Encourage or instruct any other individual to do any of the foregoing or to violate any provision of these Terms.

4. Accounts and Security

4.1 Registration. You will be required to register for an account. You agree to provide accurate, current, and complete information during registration and to maintain and promptly update such information to keep it accurate, current, and complete.

4.2 Security. You are solely responsible for establishing and maintaining safeguards to prevent unauthorized access to your account, including securing usernames, passwords, and all other credentials. You must notify Cobalt immediately of any unauthorized access, security breach, or suspected compromise of your account or the App.

4.3 Account Responsibility. You accept all responsibility for any and all activities that occur under your account, whether authorized or not. Cobalt shall have no liability for any loss or damage arising from your failure to comply with this Section.

4.4 Data Backup. It is your sole 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.

5. Fees, Billing, and Taxes

5.1 Billing. Fees (if any) may be billed through Clover billing, through a payment method you provide directly to Cobalt, or through another billing mechanism as applicable to your plan or offer. Fees are due and payable in accordance with the billing terms presented at the time of purchase or subscription.

5.2 No Refunds; No Proration. Except where required by applicable law or expressly stated at the time of purchase, all fees are non-refundable and are not prorated for partial periods. Upon termination, you will not receive a refund for the billing period in which termination occurs.

5.3 Taxes. You are responsible for payment of all sales, use, excise, value-added, or similar taxes (excluding taxes based on Cobalt’s net income) imposed by any federal, state, local, or international taxing authority in connection with your use of the App or Services.

5.4 Billing Errors. You must notify Cobalt of any billing errors within one hundred twenty (120) days of the error appearing on your invoice. After such period, you release Cobalt from all liability for losses resulting from such billing errors.

6. Data, Permissions, and Privacy

6.1 Merchant Data Ownership. “Merchant Data” includes data you provide, input, upload, or that is generated from your use of the App (e.g., catalog data, inventory, invoices, sales signals, transaction information). As between the parties, you own your Merchant Data.

6.2 License to Process. You grant Cobalt a non-exclusive, worldwide right to host, process, transmit, display, and use Merchant Data solely to provide, secure, support, maintain, and improve the App and Services.

6.3 De-Identified and Aggregated Data. Cobalt may create and use de-identified and/or aggregated data derived from Merchant Data for analytics, benchmarking, product improvement, research, development, and commercial purposes, provided such data does not identify you or any individual.

6.4 Third-Party POS Data Sharing. You agree that third-party POS providers (including Clover) may share general account information with Cobalt, including information regarding your use of the POS platform and financial metrics such as product information, product sales, inventory management, and transaction volume. Cobalt shall use such information solely to optimize operations between platforms and will only share this information with its affiliate partners. Upon termination of your account with a POS platform, Cobalt will delete this information within a reasonable period of time.

6.5 Privacy Policy. Personal information is handled in accordance with Cobalt’s Privacy Policy, accessible at www.BevlyPOS.com/ bevly-pos-privacy-policy/, which is incorporated herein by reference.

7. Privacy Law Compliance

7.1 Service Provider Role. Cobalt will process Customer Data and Personal Information solely on behalf of, and as a Service Provider of, the Customer, and will not collect, retain, use, or disclose such data for any purpose other than to perform its obligations under this Agreement, as permitted under the California Consumer Privacy Act (“CCPA”) and other applicable privacy and data protection laws (collectively, “Privacy Laws”). Cobalt will not “sell” (as defined by Privacy Laws) any personal information.

7.2 Prohibited Uses. Cobalt will not collect, use, retain, disclose, sell, or otherwise make Customer Data or Personal Information available for its own commercial purposes or in a way that does not comply with the CCPA or other Privacy Laws.

7.3 Data Minimization. Cobalt will limit personal information collection, use, retention, and disclosure to activities reasonably necessary and proportionate to provide the Services or for another compatible operational purpose.

7.4 Data Subject Rights. Cobalt will reasonably cooperate with and assist Customer in meeting its Privacy Law compliance obligations, including responding to verifiable consumer requests. If Cobalt receives a data subject request, it will redirect the data subject to make the request directly to Customer.

7.5 Privacy Notices. Cobalt must notify Customer immediately 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 Services.

8. Market Data

8.1 Market Data License. Cobalt and its Affiliate Partners agree to provide product information in electronic form. This data is licensed solely for use in conjunction with the Cobalt point-of-sale system at the specific location designated in the applicable merchant or affiliate partner agreement.

8.2 Restrictions on Market Data. You may not republish, redistribute, copy, or transfer any Market Data, in whole or in part, without the express written consent of Cobalt and its affiliate partners. Market Data may not be used, copied, or distributed to any other location, even if such location is owned by the same person or entity that accepted this Agreement.

9. Compliance and Regulatory Matters

9.1 General Compliance. Each party will comply with all laws, rules, and regulations applicable to its respective performance under this Agreement, including laws related to the collection and use of consumer information.

9.2 Alcohol Regulatory Disclaimer. You are solely responsible for compliance with all laws applicable to your business, including but not limited to alcohol beverage control laws, pricing and display regulations, age verification requirements, delivery restrictions, advertising and marketing rules, and applicable tax obligations. The App does not provide legal advice, and nothing in the App or Services constitutes regulatory guidance.

9.3 PCI Compliance. You will comply with applicable Payment Card Industry (PCI) security regulations and will notify Cobalt in the event that your PCI compliance status changes. Cobalt may suspend or terminate your license if it believes you are no longer in compliance with PCI requirements.

9.4 Your Responsibilities. You are solely responsible for obtaining all required permits, consents, and licenses; monitoring legal developments; interpreting applicable laws and regulations; determining compliance requirements; and maintaining an ongoing compliance program with respect to your business operations and use of the Services.

10. Updates, Changes, and Availability

10.1 Updates. The App may update automatically from time to time, and you may be required to accept updates to continue using the App. Cobalt may perform maintenance that results in service interruptions or delays. Cobalt may not support older versions of the App. Updates are only available to customers with an active, paid subscription.

10.2 Modifications. Cobalt may update, modify, or discontinue features, functionality, or the App itself at any time, temporarily or permanently, with or without notice.

10.3 No Guaranteed Availability. The App is provided on an “as available” basis and may experience interruptions, errors, or delays. You are solely responsible for obtaining all equipment and Internet connectivity necessary to access and use the App.

11. Intellectual Property and Feedback

11.1 Ownership. Cobalt and its licensors own all right, title, and interest in and to the Site, App, Services, software, documentation, and all related intellectual property. This license is revocable at any time in Cobalt’s sole discretion.

11.2 Marks. You may not use Cobalt’s names, logos, emblems, brands, service marks, trademarks, trade names, taglines, or other proprietary designations (“Marks”) in any manner, including in advertisements, displays, or press releases, without Cobalt’s prior written consent. You shall not remove, relocate, or alter any proprietary rights notices from the App or Marks.

11.3 Feedback. If you submit comments, ideas, suggestions, or other feedback regarding the App or Services, you agree that: (a) such feedback is not confidential and is not subject to any use or disclosure restrictions; (b) you claim no rights therein; (c) Cobalt is free to use, disclose, reproduce, license, and otherwise exploit such feedback without restriction, obligation, notification, or compensation to you; and (d) you release Cobalt from all liability arising from the receipt, review, disclosure, or use of any feedback.

12. Confidentiality

12.1 Definition. “Confidential Information” means non-public information about a party’s business, including the terms of this Agreement, technical specifications, customer lists, and information relating to operational, strategic, or financial matters.

12.2 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) the receiving party lawfully possessed prior to disclosure; (c) is independently developed without reliance on the disclosing party’s Confidential Information; or (d) is received from a third party not bound by a duty of confidentiality.

12.3 Obligations. Each party will implement and maintain reasonable safeguards to protect the other’s Confidential Information and will use such information only as necessary to perform its obligations under these Terms. Disclosure is permitted only to directors, officers, employees, or representatives who need to know, or as required by subpoena, court order, or applicable law.

12.4 Return or Destruction. At Cobalt’s request, you shall return or destroy all of Cobalt’s Confidential Information in your possession or control.

13. Disclaimers

THE SITE, APP, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COBALT AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTENT PROVIDERS, AFFILIATES, AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, TITLE, AND UNINTERRUPTED OR ERROR-FREE OPERATION. COBALT DOES NOT WARRANT THAT: (A) THE APP WILL MEET YOUR REQUIREMENTS; (B) THE APP WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS; (C) ANY RESULTS OR DATA OBTAINED THROUGH THE APP WILL BE ACCURATE, COMPLETE, OR RELIABLE; (D) ANY THIRD-PARTY DATA (INCLUDING CLOVER DATA) IS COMPLETE, ACCURATE, OR CURRENT; OR (E) THE APP IS FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION. COBALT IS NOT RESPONSIBLE FOR ANY DISCLOSURES, MODIFICATIONS, DELETIONS, OR OTHER ERRORS ARISING FROM THE APP’S INTERACTION WITH OTHER APPLICATIONS.

14. Limitation of Liability

14.1 NO INDIRECT DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COBALT, ITS AFFILIATE PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUBSIDIARIES, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, GOODWILL, DATA, OR INFORMATION, OR FOR BUSINESS INTERRUPTION, REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF COBALT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 LIABILITY CAP. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COBALT’S TOTAL, AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS, THE APP, OR THE SERVICES SHALL NOT EXCEED THE AMOUNT OF FEES ACTUALLY PAID BY YOU TO COBALT FOR THE APP OR SERVICES DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14.3 ESSENTIAL BASIS. THE LIMITATIONS IN THIS SECTION REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THEM. THESE LIMITATIONS SHALL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND EVEN IN THE EVENT OF A FUNDAMENTAL OR MATERIAL BREACH.

14.4 Sole Remedy. In the event of any problem with the Site, App, or Services, your sole and exclusive remedy is to cease using the Site, App, or Services.

14.5 Jurisdictional Exceptions. Some jurisdictions do not allow certain limitations of liability; in those cases, liability is limited to the fullest extent permitted by applicable law.

15. Indemnification

15.1 Your Indemnification. You agree to defend, indemnify, and hold harmless Cobalt, its affiliates, and their respective officers, directors, employees, agents, owners, and shareholders from and against any and all third-party claims, actions, suits, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from or relating to: (a) your business operations; (b) your use or misuse of the App or Services; (c) your violation of any applicable law, rule, or regulation (including alcohol compliance, privacy laws, and PCI requirements); (d) any data or content you submit, post, transmit, or make available through the App; (e) your breach of these Terms; or (f) your infringement of any third party’s rights.

15.2 Defense and Cooperation. Cobalt may assume the exclusive defense and control of any matter subject to indemnification by you (at your expense), and you agree to cooperate fully with the defense of such claims. You may not settle any claim involving more than the payment of money without Cobalt’s prior written consent.

16. Term

This Agreement commences when you accept, download, install, copy, or otherwise use the App and continues on a month-to-month basis until terminated in accordance with these Terms (the “Term”).

17. Suspension and Termination

17.1 Suspension or Termination by Cobalt. Cobalt may, in its sole discretion, promptly suspend or terminate your access to the App and Services if: (a) you violate these Terms; (b) you fail to pay any fees when due; (c) Cobalt believes your use may damage its reputation or intellectual property rights; (d) you pose a security or fraud risk; (e) Cobalt suspends or terminates its agreement(s) with any third party involved in providing the App; (f) you exceed normal and reasonable usage; (g) you experience a bankruptcy or insolvency event; (h) you use the App for any fraudulent, illegal, or unauthorized purpose; (i) required third-party access is revoked; or (j) as Cobalt otherwise deems necessary. Cobalt reserves the right to refuse services to anyone for any reason at any time.

17.2 Termination by You. You may terminate this Agreement at any time by providing notice to Cobalt, uninstalling the App, or canceling your subscription. Termination will be effective at the end of the then-current billing period.

17.3 Effect of Termination. Upon termination, your license ends immediately. Termination will result in the deactivation or deletion of your account and all content therein. Sections that by their nature should survive termination (including Disclaimers, Limitation of Liability, Indemnification, Confidentiality, Governing Law, and Arbitration) shall survive.

18. Communications

You authorize Cobalt, its affiliates, and its third-party subcontractors and agents to communicate with you electronically or otherwise using the contact information you provide, including via your account, email, SMS, text messages, and live agent or automated calls to your mobile or other phone, even if such numbers appear on Do Not Call or other non-solicitation registries. You consent to receiving commercial electronic messages from Cobalt. You are responsible for any fees charged by your communications provider.

19. Governing Law, Venue, and Jury Trial Waiver

19.1 Governing Law. These Terms shall be governed by and construed in accordance with the laws of the State of Connecticut, USA, without regard to its conflicts or choice of law provisions. Neither the United Nations Convention on Contracts for the International Sale of Goods nor any enactment of the Uniform Computer Information Transactions Act shall apply.

19.2 Venue. The exclusive jurisdiction and venue for any action or proceeding arising out of or related to these Terms shall be the state or federal courts located in Hartford, Connecticut, and both parties consent to the personal jurisdiction of such courts.

19.3 Jury Trial Waiver. EACH PARTY HEREBY IRREVOCABLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS.

19.4 Prevailing Party. In any action or proceeding to enforce or interpret these Terms, the prevailing party shall be entitled to recover its reasonable costs and expenses (including reasonable attorneys’ fees) from the other party.

20. Arbitration

Any controversy or claim arising out of or relating to these Terms, or the breach thereof, shall be settled by binding arbitration in Hartford, Connecticut. Judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction. Qualified arbitrators shall be selected by mutual agreement of the parties. Each party shall have the right of discovery as set forth in the Federal Rules of Civil Procedure. The arbitration shall be administered by an agency mutually acceptable to both parties.

21. Force Majeure

Cobalt will not be liable for any default or delay in the performance of its obligations under these Terms if and to the extent such default or delay is caused by events beyond its reasonable control, including but not limited to: strike, lockout, labor dispute, power failure, equipment failure, system blackouts, inability to obtain materials, fire, flood, terrorism, pestilence, epidemics, pandemics, earthquake, natural disasters, acts of God, riots, civil disorders, war, government actions, or Internet or telecommunications failures. In such event, Cobalt shall endeavor in good faith to circumvent the delay through alternate means as commercially practicable.

22. General Provisions

22.1 Entire Agreement. These Terms, together with the Privacy Policy and any other policies incorporated by reference, constitute the entire agreement between the parties and supersede all prior agreements, proposals, or representations relating to the subject matter hereof, unless superseded by a signed written agreement between the parties.

22.2 Amendments. Cobalt reserves the right to modify these Terms at any time. Changes will be posted to the Site and/or communicated through the App, email, or other electronic means. Your continued use of the App following the posting of changes constitutes acceptance of the modified Terms. If you do not agree to any modifications, you must stop using and uninstall the App.

22.3 Severability. If any provision of these Terms is found to be invalid or unenforceable, such provision shall be severed and the remaining provisions shall continue in full force and effect.

22.4 Waiver. No failure or delay by Cobalt in exercising any right under these Terms shall constitute a waiver of that right. A waiver of any provision shall not be deemed a waiver of any other provision.

22.5 Assignment. You may not assign or transfer these Terms, or any rights or obligations hereunder, without Cobalt’s prior written consent. Any attempted assignment in violation of this Section shall be void. Cobalt may assign these Terms without notice or consent to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

22.6 Independent Contractors. The parties are independent contractors. Nothing in these Terms creates an agency, partnership, joint venture, employer-employee, or franchisor-franchisee relationship.

22.7 Notices. Legal notices to Cobalt shall be directed to:

Cobalt Payments Inc.

Attention: Legal

2264 Silas Deane Hwy, Suite 105

Rocky Hill, CT 06067

Email: support@bevlypos.com

Phone: 860.270.0552

22.8 Electronic Communication. You agree that all agreements, notices, disclosures, and other communications that Cobalt provides to you electronically satisfy any legal requirement that such communications be in writing.