The terms that govern your use of Cliqbux's websites and online portals.
These Terms of Service govern your use of Cliqbux's websites and online portals. They are not your merchant services agreement, your equipment quote, or your card processing agreement — those are separate signed documents, and where they conflict with this page, they win.
These Terms of Service (the "Terms") are an agreement between you and Cliqbux LLC, a California limited liability company with its principal place of business at 3209 Whipple Rd Union City, CA 94587 ("Cliqbux," "we," "us," or "our").
Cliqbux provides point-of-sale software and hardware, related implementation and support services, and merchant onboarding tools for payment card acceptance.
Cliqbux LLC is a registered Independent Sales Organization/Member Service Provider of Elavon, Inc., Atlanta, Georgia, a wholly owned subsidiary of U.S. Bank National Association, Minneapolis, Minnesota.
Cliqbux is not a bank, is not an acquirer, and does not itself extend card acceptance privileges. Card acceptance is provided under a separate agreement between you and the acquiring bank and its processor. See Section 8.
These Terms apply to your access to and use of:
(collectively, the "Services").
How you accept. You accept these Terms when you check the box or click the button presented to you when you first enter a Cliqbux portal, and in any event by continuing to access or use the Services after these Terms are presented to you. If you do not agree, do not use the Services.
These Terms do not govern:
Our Privacy Policy describes how we handle personal information and forms part of these Terms.
If you are a Cliqbux customer, you may have signed one or more of the following: a merchant services or card processing agreement with the acquirer, a Cliqbux quote or order form covering software subscription, equipment and services, and one or more schedules or change orders.
Order of precedence. In the event of a conflict, the following order controls, from highest to lowest:
Each Cliqbux quote states what it supersedes. Nothing on this page modifies, waives or adds to a signed agreement.
| Term | Meaning |
|---|---|
| Acquirer | The acquiring bank that sponsors your card acceptance and its processor. For Cliqbux merchants this is U.S. Bank National Association and its processor Elavon, Inc. |
| Concept | A distinct brand operating at a location. Two brands at one address are two concepts. Software is licensed per location, per concept. |
| Merchant | A business that has contracted with Cliqbux for point-of-sale software, equipment or services, or that has applied to do so. |
| Merchant Data | Data a Merchant or its Users submit to, or that Cliqbux generates on a Merchant's behalf within, the Services — including business and ownership information, banking details, configuration, menu and catalog data, and transaction records generated by point-of-sale systems the Merchant uses. |
| Merchant Customer Data | Personal information about a Merchant's own guests, customers or employees that passes through the Services. Treated separately from Merchant Data — see Section 12. |
| Processing account | An individual merchant identifier (MID) issued by the Acquirer. One physical location may have more than one. |
| User | Any individual who accesses the Services, whether a Merchant's owner, officer, employee or contractor, a prospective customer, or a site visitor. |
| You | The individual using the Services and, where that individual acts for a business, that business. |
The Services are intended for businesses and for individuals acting on behalf of a business. To use the Services you must be at least 18 years old and legally able to enter into a binding contract.
If you use the Services on behalf of a business, you represent that you are authorized to bind that business, and "you" means both you and that business. Where you submit an application, an electronic signature, or ownership or identity information for a business, you represent that you have the authority to do so and that the information is accurate and complete.
The Services are offered from the United States and are intended for use in the United States.
How access works. Access to the onboarding portal and Merchant Center is granted to specific people in connection with a specific business and, in the case of an onboarding application, a specific application. Some access is granted by a single-use link sent to your email address rather than by a password. Treat that link as you would a password.
Your responsibilities. You are responsible for all activity that occurs through your access, for keeping your credentials and access links confidential, for keeping your contact details current, and for notifying us promptly at ⚑ [security@cliqbux.com] if you believe your access has been compromised.
Roles. Different people connected to a business may have different roles and different permissions — for example an authorized signer who can execute documents, a beneficial owner whose identity information is collected for compliance purposes, and an administrator who has access only. Assigning someone a role in the portal does not by itself give them legal authority they do not otherwise have.
Assisted sessions. Cliqbux personnel may, at your request or in the course of supporting your application, view or work within your portal session to help you complete it. Actions taken during an assisted session affect your live records. You remain responsible for reviewing the information in your application before you sign it.
No access to internal surfaces. Parts of the Services are for Cliqbux personnel only. You may not access, or attempt to access, any administrative or internal surface, any other business's records, or any data you are not authorized to see.
Applications are submitted to third parties. Information you enter in the onboarding portal is transmitted to our boarding platform provider and, through it, to the Acquirer for underwriting. Cliqbux prepares and transmits your application; Cliqbux does not underwrite it and does not decide whether it is approved. Underwriting criteria, restricted business categories and the final application form are controlled by the Acquirer and by card network rules.
Identity and ownership information. Federal law and card network rules require the Acquirer — and require us, under our agreement with it — to collect and verify information about a business and the individuals who own or control it. This includes tax identification numbers, and for sole proprietors and control persons may include a Social Security number. Providing incomplete or inaccurate information may delay or prevent approval. See our Privacy Policy for how we handle it.
Bank account verification. We may verify your business bank account through a third-party verification provider. If you choose to connect your bank account through that provider, your interaction with it is governed by that provider's own terms and privacy policy.
Electronic signature. By signing a document electronically through the Services, you agree that your electronic signature is the legal equivalent of your handwritten signature and that the resulting record satisfies any requirement that an agreement be in writing. Signature packages are prepared and delivered through our boarding platform provider. See Section 27 for your consent to transact electronically.
Locking. Once a signature package has been issued for your application, further edits to that application are locked so that the packaged documents cannot silently diverge from your data. If you need a correction after that point, contact us. Once a processing account is pending or active with the Acquirer, that application can no longer be unlocked; corrections are handled through the Acquirer's own change process.
Submission is irreversible. Submission of an application to the Acquirer cannot be undone through the Services.
Card acceptance is provided by the Acquirer under a separate agreement between you and the Acquirer. Cliqbux's role is that of a registered Independent Sales Organization / Member Service Provider: we refer, prepare and support merchant accounts, and we supply the point-of-sale software and hardware that interacts with them.
Accordingly, Cliqbux does not:
You are responsible for complying with the card network rules and with all laws applicable to your acceptance of payment cards, including any rules governing surcharging, cash discount programs, convenience fees, and the disclosure of those programs to your customers. The availability and lawfulness of a cash discount or surcharge program varies by state and by card network rules and may change.
Software subscriptions, equipment and professional services are sold under a written quote or order form. The quote controls; this section describes only how the Services relate to it.
Licensing basis. Cliqbux point-of-sale software is licensed per location, per concept. A single address operating two distinct brands requires two licenses. Each license includes a stated allowance of devices; devices beyond the allowance are priced individually. The allowance and the applicable rates are stated in your quote.
Payment structures. Where equipment is included, your quote presents two structures that differ only in how the equipment is paid for: purchased outright at signature, or purchased and financed over the term. Everything else is identical between them.
Equipment is sold, not rented. Equipment offered by Cliqbux is sold, not rented or leased, unless your signed quote expressly says otherwise. Where equipment is financed, title passes to you on the terms stated in your quote, Cliqbux retains a security interest in the equipment until it is paid for and will file a UCC-1 financing statement as secured party, and the early-payoff terms are those stated in your quote.
Device protection. Device protection, where purchased, is described in your quote. Replacement units may be new or refurbished. Coverage, deductibles, return windows, per-incident amounts and exclusions are as stated in the quote. Damage arising from relocation or from installation not performed by Cliqbux is excluded.
What starts when. Configuration work such as menu build and point-of-sale migration begins on signature of the quote. Physical shipment of equipment is held until the corresponding invoice is paid. Neither signature nor payment activates a processing account — only the Acquirer does that.
Term, renewal, cancellation and early termination are governed by your quote.
Delivery and risk of loss. Unless your quote says otherwise, equipment is delivered ⚑ [F.O.B. origin / F.O.B. destination — counsel to select] and risk of loss passes to you on ⚑ [delivery to the carrier / delivery to your site]. Delivery dates are estimates and are not guaranteed.
Site readiness and installation. You are responsible for preparing your site — power, network connectivity, mounting and any cabling — as described in your quote or in the pre-installation materials we provide. Delays caused by site conditions may result in rescheduling and additional charges as stated in your quote.
Inspection. Inspect equipment on receipt and notify us within ⚑ [number] days of any shortage, visible damage or defect. Shipping damage must also be reported to the carrier.
Manufacturer warranties. Equipment carries the manufacturer's warranty, if any. To the extent we are able to, we pass through to you the benefit of any manufacturer or supplier warranty. Except as expressly stated in your quote or in a device protection plan you have purchased, Cliqbux gives no separate warranty on equipment. See Section 24.
Insurance. Where equipment is financed and Cliqbux holds a security interest in it, you will keep the equipment insured against loss and damage for its full replacement value, and will name Cliqbux as loss payee on request. You will not move financed equipment to a different location, or dispose of it, without telling us first.
Returns. ⚑ [Insert the return / RMA policy, or state that returns are governed by the quote. Cliqbux has no published policy today.]
Fees. The fees for your subscription, equipment and services are those stated in your quote, and are payable in U.S. dollars. Refunds, credits and cancellation charges, if any, are governed by your quote.
Billing. Equipment and one-time invoices are processed through our third-party billing and payments provider. Recurring subscription charges are billed as stated in your quote.
Card processing fees — interchange, assessments, network fees, and the pricing applicable to your processing accounts — are governed by your agreement with the Acquirer and are separate from Cliqbux fees.
Taxes. Amounts stated in a quote are exclusive of sales, use and similar taxes. Applicable sales tax is added as a separate line at the rate in effect at the destination. You are responsible for all taxes arising from your purchase other than taxes on Cliqbux's net income. Cliqbux does not provide tax advice, and nothing in a quote, proposal or on this Site is tax advice. Consult your own advisor.
Price changes. Fees for a committed term are fixed for that term as stated in your quote. We may change the fees for any subsequent term, or for month-to-month services, on at least ⚑ [30/60] days' written notice.
Late payment. ⚑ [Insert the late-interest rate and the right to suspend for non-payment. The internal terms checklist calls for "late interest and suspension" but no values exist.]
You own your data. As between you and Cliqbux, you retain all right, title and interest in your Merchant Data. We do not claim ownership of it.
License to us. You grant Cliqbux a non-exclusive, worldwide, royalty-free license to host, copy, transmit, display, process and otherwise use your Merchant Data solely to: provide, maintain and support the Services; prepare and transmit your application to the boarding platform and the Acquirer; comply with law and network rules; and prevent fraud and abuse. This license ends when the underlying data is deleted, subject to our retention obligations.
Your customers' and employees' information is handled differently. Merchant Customer Data is not covered by the license above. We handle it only on your documented instructions and only to provide the Services to you, and we do not use it for our own purposes, do not sell it, do not share it for cross-context behavioral advertising, and do not combine it with information we obtain from other sources except as permitted by law. You are the party responsible for deciding what is collected from your customers and employees and why.
Aggregated and de-identified data. Cliqbux may create aggregated or de-identified data from use of the Services and may use it to operate, secure, analyze and improve the Services. Aggregated and de-identified data does not identify you, your business or any individual. We will not attempt to re-identify it, will maintain it in de-identified form, and will contractually require any recipient of it to do the same. Merchant Customer Data is excluded from this right unless your agreement with us says otherwise.
Accuracy. You are responsible for the accuracy, quality and legality of Merchant Data and Merchant Customer Data, for the means by which you acquired it, and for your use of it. If you upload information about other people — for example your customers or your employees — you represent that you have the right to do so and have given any notices and obtained any consents the law requires.
Export and deletion. ⚑ [Insert the data ownership, export and deletion commitment once it exists. Cliqbux has no retention schedule today, and retention is flagged internally as an unresolved gate on statement storage. Do not promise an export format or a deletion window that cannot be met.]
You may not, and may not permit anyone else to:
We may investigate suspected violations and may suspend access under Section 23.
Our rights. The Services, and all software, designs, text, graphics, logos and other content we make available through them, are owned by Cliqbux or its licensors and are protected by intellectual property laws. "Cliqbux" and the Cliqbux logo are marks of Cliqbux LLC. Nothing in these Terms transfers any of those rights to you.
Your license. Subject to these Terms and to your quote, Cliqbux grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Services for your internal business purposes during the period you are authorized to do so.
Configuration and custom work. Where we build your menu, configure your system, migrate your data or perform other setup work, the resulting configuration and data are yours as part of your Merchant Data. The underlying software, tools, templates and know-how we use to produce it remain ours, and we may use them for other customers. Where we agree in writing to develop something bespoke for you, ownership of that work is as stated in that written agreement.
Third-party marks. Marks of other companies referenced on the Site — including those of acquirers, processors, card networks and other point-of-sale providers — belong to their respective owners and are used for identification only. Their use does not imply endorsement.
If you submit ideas, suggestions, bug reports or other feedback about the Services — including through the in-product Help & Feedback tool — you grant Cliqbux a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or compensation. Feedback is not confidential.
Please do not include sensitive personal information in feedback text or screenshots. We apply masking and scrubbing to feedback submissions, but you should not rely on it.
If you believe material accessible through the Services infringes your copyright, send a notice under the Digital Millennium Copyright Act to our designated agent:
⚑ [Designated agent name]
Cliqbux LLC, ⚑ [address]
Email: ⚑ [dmca@cliqbux.com]
Your notice must include: your physical or electronic signature; identification of the copyrighted work; identification of the material and where it is located; your contact details; a statement that you have a good faith belief the use is not authorized; and a statement, under penalty of perjury, that the information is accurate and that you are authorized to act. We will respond to valid notices and may remove material and terminate the access of repeat infringers.
The Services depend on, and may link to or interoperate with, services operated by third parties — including our boarding platform provider, the Acquirer and its systems, bank verification providers, billing and payments providers, analytics providers and hosting providers. Cliqbux does not control those services, is not responsible for their content, availability or practices, and does not endorse them by linking to or integrating with them. Your use of a third-party service is governed by that third party's terms and privacy policy.
Where a third-party service is unavailable, rate-limits us, or changes, some functionality of the Services may be degraded or unavailable.
Each party may receive non-public information of the other that is designated confidential or that a reasonable person would understand to be confidential — including pricing, quotes, product roadmaps, and technical and security information. The receiving party will use at least reasonable care to protect it, will use it only to perform under these Terms and your quote, and will not disclose it except to its personnel and advisors who need it and are bound to comparable obligations, or as required by law. This does not apply to information that is or becomes public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from a third party.
Merchant Data and Merchant Customer Data are also subject to Section 12 and to our Privacy Policy.
Neither party will use the other's name, logo or trademarks in publicity or marketing without prior written consent, except that Cliqbux may identify you as a customer in a customer list on its website and in sales materials, and may state the general nature of the services provided. You may withdraw that permission at any time by writing to us, and we will stop using your name in new materials within a reasonable period.
We aim to keep the Services available, but the Services are provided on an as-available basis and may be unavailable for maintenance, for reasons outside our control, or because a third-party system we depend on is unavailable.
These Terms do not contain a service level commitment. Any uptime commitment, service credit or support response target applicable to you is the one stated in your signed quote.
We may add, change or remove features of the Services at any time. If we make a change that materially reduces the core functionality you are paying for during a paid term, we will give you at least ⚑ [30] days' notice, and you may terminate the affected subscription as described in your quote.
We may offer features identified as beta, preview, early access or similar. They are provided as-is, without warranty or support, may be changed or withdrawn at any time, may not work as documented, and should not be relied on for production use. To the maximum extent permitted by law, Cliqbux has no liability arising from a beta feature.
We design the Services with practical accessibility in mind, including legible contrast, keyboard-usable flows and respect for reduced-motion preferences. Cliqbux does not claim conformance with WCAG, the ADA, Section 508 or any other accessibility standard. If you encounter a barrier using the Services, or need any of our notices in an alternative format, contact us at ⚑ [support email] and we will work with you on an alternative.
By you. You may stop using the Services at any time. Stopping use of the Site or a portal does not terminate your quote, your subscription or your agreement with the Acquirer, and does not relieve you of amounts owed.
By us. We may suspend or terminate your access to the Services, in whole or in part, immediately and without liability, if: you breach these Terms or your quote; we reasonably believe your use creates a security, legal or fraud risk; the Acquirer or a card network requires it; you fail to pay amounts that are undisputed and overdue; or you cease to be a Cliqbux customer.
Where practical and lawful, we will give notice before suspending access, and we will restore access once the cause is resolved.
Effect and survival. On termination of access, your license under Section 14 ends. The following survive any termination or expiration of these Terms or of your access to the Services: Section 3 (order of precedence), Section 4 (definitions), Section 7 (electronic signature), Section 8 (acquirer relationship), Section 11 (fees and taxes), Section 12 (your data and content), Section 13 (acceptable use), Section 14 (intellectual property), Section 15 (feedback), Section 18 (confidentiality), Section 19 (publicity), this Section 23, and Sections 24 through 33.
EXCEPT AS EXPRESSLY STATED IN A SIGNED QUOTE, THE SERVICES AND ANY EQUIPMENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIQBUX DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
CLIQBUX DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT ANY DATA WILL BE ACCURATE OR PRESERVED; OR THAT ANY APPLICATION SUBMITTED THROUGH THE SERVICES WILL BE APPROVED BY THE ACQUIRER.
Nothing on the Site or in the Services is legal, tax, accounting or financial advice. Information about card acceptance programs, tax treatment of hardware and software, financing structures or total cost of ownership is provided for general information only, and you should consult your own advisors before relying on it.
Some jurisdictions do not allow the exclusion of certain warranties, so some of the above may not apply to you.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIQBUX AND ITS OFFICERS, MEMBERS, EMPLOYEES AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY OR DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY OR ANY OTHER THEORY, AND WHETHER OR NOT CLIQBUX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIQBUX'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS AND THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES YOU PAID TO CLIQBUX FOR THE SERVICES IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (B) FIVE HUNDRED U.S. DOLLARS ($500).
These limitations apply even if a limited remedy fails of its essential purpose, and are an essential basis of the bargain between us. They do not limit liability that cannot be limited under applicable law, including liability for fraud or willful misconduct. Some jurisdictions do not allow certain limitations, so some of the above may not apply to you.
By you. You will defend, indemnify and hold harmless Cliqbux and its officers, members, employees and agents from and against any third-party claim, and any resulting loss, liability, damage, fine, penalty, cost or expense (including reasonable attorneys' fees), arising out of or relating to: your use of the Services; your Merchant Data and Merchant Customer Data, including any claim that it infringes or misappropriates a third party's rights or was collected or used unlawfully; your breach of these Terms; your violation of law or of card network rules, including rules governing surcharging, cash discount programs, telemarketing, text messaging or email marketing; your relationship with your own customers or employees; and any information you submitted in an application.
By us. We will defend, indemnify and hold you harmless from and against any third-party claim alleging that the Cliqbux software, as provided by us and used in accordance with these Terms and your quote, infringes that third party's United States patent, copyright, trademark or trade secret, and will pay any damages finally awarded or agreed in settlement. This does not apply to a claim arising from: your Merchant Data or Merchant Customer Data; modification of the software by anyone other than Cliqbux; combination of the software with anything not supplied by us, where the claim would not have arisen without the combination; your continued use after we tell you to stop; or third-party or open-source components supplied under their own terms.
If the software becomes, or we believe it may become, the subject of such a claim, we may at our option procure the right for you to continue using it, modify or replace it so it is non-infringing, or terminate the affected subscription and refund any prepaid unused fees for it. This paragraph and the paragraph above state our entire liability and your exclusive remedy for intellectual property infringement.
Procedure. The party seeking indemnity will notify the other of the claim promptly, give the indemnifying party control of the defense (except that the other party may participate with its own counsel at its own expense), and cooperate reasonably. Neither party may settle a claim in a way that imposes an obligation or admission on the other without its written consent.
You consent to receive communications, agreements, disclosures, notices and records from us electronically — by email, through the Services, or by posting on the Site — and you agree that those electronic communications satisfy any legal requirement that a communication be in writing. This consent covers all records relating to your use of the Services, your merchant application, your quote and your account.
What you need. To access and retain electronic records you need a current web browser, a valid email address, and the ability to view and save PDF files. If our requirements change in a way that creates a material risk you could not access records, we will tell you.
Paper copies. You may request a paper copy of any record we have provided electronically by writing to us at the address in Section 33. ⚑ [state any fee, or "We do not charge for this."]
Updating your email address. Keep your email address current by updating it in the portal or by writing to us. We are not responsible for records sent to an out-of-date address you gave us.
Withdrawing consent. You may withdraw this consent at any time by writing to us. Withdrawal takes effect once we have had a reasonable time to process it, does not affect the validity of records already provided or signed electronically, and may mean we can no longer provide the Services to you.
Notices to you are effective when sent to the email address associated with your account or posted in the Services. Notices to us must be sent to ⚑ [legal notices address], Attn: Legal, with a copy to ⚑ [legal@cliqbux.com].
You may opt out of marketing email at any time using the unsubscribe link in the message. You will continue to receive transactional and service messages about your account, applications and orders.
By giving us a phone number, you agree that we may contact you at it about your account, application and orders. If you ask us not to call you, we will add you to our internal do-not-call list.
⚑ [Call recording — insert an accurate statement, or delete this paragraph. Cliqbux has no documented practice on recording sales or support calls. California is a two-party-consent state and an unconsented recording is a criminal offense under Penal Code section 632 with a private right of action. If calls are recorded or transcribed — including by an AI notetaker — a spoken notice at the start of the call is required, and this section and the Privacy Policy must both say so.]
⚑ [Text messages — insert real program terms (program name, message frequency, HELP and STOP keywords, message-and-data-rates disclaimer) or delete. Cliqbux has no SMS program today.]
Please read this section carefully. It requires most disputes to be resolved by binding individual arbitration rather than in court, and it waives your right to participate in a class action. You may opt out within 30 days.
Before starting an arbitration, you agree to give us a chance to resolve the dispute informally. Send a written notice to ⚑ [legal@cliqbux.com] describing the dispute and the relief you seek. We will do the same for any dispute we have with you. If we cannot resolve it within 60 days of the notice, either party may begin arbitration. This step is a condition precedent to arbitration but does not apply to the matters described in Section 28.5.
Except as stated in Section 28.5, any dispute, claim or controversy arising out of or relating to these Terms or the Services — including their formation, interpretation, breach or termination, and including whether the claims are subject to arbitration — will be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its ⚑ [Commercial / Consumer] Arbitration Rules, as modified by these Terms. The AAA's rules are available at adr.org.
The arbitration will be before one arbitrator and conducted in English. It will be seated in the county of your principal place of business, or, at your election, conducted by videoconference or on the documents alone. Any arbitration Cliqbux initiates against you will be seated in the county of your principal place of business. The arbitrator may award any relief a court could award on an individual basis, and the award may be entered as a judgment in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this section.
Payment of filing, administration and arbitrator fees is governed by the AAA rules. ⚑ [Counsel to decide whether Cliqbux advances fees above a threshold. Commercial-rules filing fees against an owner-operated restaurant are a significant unconscionability risk; most comparable providers advance them.]
NOTWITHSTANDING SECTION 32: YOU AND CLIQBUX EACH AGREE THAT DISPUTES WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, COORDINATED OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT PRESIDE OVER ANY FORM OF REPRESENTATIVE OR CLASS PROCEEDING.
This waiver does not apply to a claim for public injunctive relief, which may be brought in a court of competent jurisdiction and is severed from arbitration.
This class action waiver is not severable from this Section 28: if it is held unenforceable in its entirety, this Section 28 is void in its entirety as to the affected claims, and those claims proceed in court. If it is held unenforceable only as to a particular claim or request for relief, that claim or request is severed and proceeds in court while the remaining claims stay in arbitration. A court, not an arbitrator, decides the enforceability of this Section 28.3.
Where a dispute is resolved in arbitration, neither you nor Cliqbux will have the dispute decided by a judge or jury. For any dispute that proceeds in court under Section 28.3 or 28.5, both parties retain whatever right to a jury trial the law gives them.
Either party may bring an individual action in small claims court for any claim within that court's jurisdiction, without first complying with Sections 28.1 to 28.3. Either party may also seek provisional or injunctive relief in a court of competent jurisdiction — to protect intellectual property or confidential information, to address unauthorized access to the Services, or to preserve the status quo pending arbitration — without first complying with Sections 28.1 and 28.2, and Cliqbux may bring an action to collect undisputed amounts due.
You may opt out of this Section 28 by sending written notice within 30 days of the date you first accept these Terms in a Cliqbux portal, or of the date we first notify you that these Terms apply to you, whichever is later. Send it to ⚑ [Cliqbux LLC, Attn: Legal — Arbitration Opt-Out, street address], or by email to ⚑ [legal@cliqbux.com] with the subject line "Arbitration Opt-Out." Include your name, the name of your business, and a clear statement that you wish to opt out. We will confirm receipt in writing. Opting out will not affect any other part of these Terms and will not affect your relationship with Cliqbux in any other way.
If we change this Section 28, the 30-day opt-out window reopens from the date of that change, and the change does not apply to any dispute that arose before it took effect.
These Terms and any dispute arising from them are governed by the laws of the State of California, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
For any dispute not subject to arbitration under Section 28, you and Cliqbux consent to the jurisdiction and venue of the state and federal courts located in ⚑ [Alameda County, California], except that a small claims action may be brought in any court with jurisdiction over it.
To the extent permitted by law, any claim arising out of or relating to these Terms or the Services must be brought within one year after the claim arose. Otherwise it is permanently barred.
We may update these Terms from time to time. When we do, we will change the "Last updated" date at the top of this page. If a change is material, we will provide additional notice — for example by email to the address associated with your account, or by a notice in the Services — at least ⚑ [30] days before it takes effect, unless a shorter period is required by law or by a card network or acquirer requirement.
Your continued use of the Services after a change takes effect means you accept the updated Terms. If you do not agree, stop using the Services. Changes do not apply retroactively to a dispute that arose before the change took effect, and a change to Section 28 reopens the opt-out window as described in Section 28.6.
Prior versions of these Terms are available at ⚑ [archive URL].
Entire agreement. These Terms, together with our Privacy Policy and any signed quote or agreement between us, are the entire agreement between you and Cliqbux regarding the Services, and supersede any prior understanding on that subject.
Force majeure. Neither party is liable for a delay or failure to perform (other than a payment obligation) caused by an event beyond its reasonable control, including acts of God, natural disaster, fire, flood, epidemic, war, terrorism, civil unrest, labor dispute, government action, utility or internet failure, or the failure of a third-party service the Services depend on.
Assignment. You may not assign or transfer these Terms without our prior written consent, except to a successor to all or substantially all of your business or assets that is not a competitor of Cliqbux. Cliqbux may assign these Terms in connection with a merger, acquisition, reorganization or sale of assets. Any attempted assignment in violation of this section is void.
Third-party beneficiaries. There are no third-party beneficiaries of these Terms, except that the Acquirer is an intended third-party beneficiary of Section 8, Section 13 and Section 26.
Independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise or employment relationship between you and Cliqbux.
Severability. If a provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or severed, and the rest of these Terms remain in effect. This does not apply to Section 28.3, which has its own rule.
No waiver. A failure to enforce a provision is not a waiver of it.
Export and sanctions. You represent that you are not located in, and are not a national or resident of, a country or territory subject to comprehensive U.S. sanctions, and that you are not on any U.S. government restricted-party list.
Headings are for convenience only and do not affect interpretation.
Cliqbux LLC
3209 Whipple Rd
Union City, CA 94587
Email: info@cliqbux.com
Phone: (858) 987-9725
Support: support.cliqbux.com
Cliqbux LLC is a registered Independent Sales Organization/Member Service Provider of Elavon, Inc., Atlanta, Georgia, a wholly owned subsidiary of U.S. Bank National Association, Minneapolis, Minnesota.
