Terms of Service

These Terms of Service (“Terms”) constitute a legally binding agreement between you (“Merchant” or “you”) and Evidence Ventures, LLC (“Evidence Ventures,” “we,” or “us”) governing your access to and use of CustomerText, a consent-aware SMS marketing app available through the Clover App Market. By installing or using CustomerText, you represent that you have the authority to enter into this agreement and agree to be bound by these Terms.

1. The Service

CustomerText is an SMS marketing assistant for Clover merchants. Its assistant, Remy, reads your Clover data to propose campaigns — selecting which customers to reach and drafting the message — and sends a campaign only after you approve the draft. Every send is subject to consent guardrails: customer opt-outs (including STOP replies) are honored across all of our apps, per-customer frequency caps limit exposure, and quiet hours restrict when messages go out. Campaign results are measured against your Clover POS data.

2. License Grant

Subject to your compliance with these Terms, Evidence Ventures grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use CustomerText solely for your internal business operations as a Clover merchant. You may not resell, sublicense, or otherwise commercialize the service.

3. Your Responsibilities

You are responsible for:

• Maintaining a valid Clover merchant account in good standing
• Ensuring you have a lawful basis of consent for every customer on your lists to receive marketing text messages from your business, as required by applicable law (including, in the United States, the Telephone Consumer Protection Act and applicable carrier and messaging rules)
• Reviewing and approving every campaign draft before it is sent, and ensuring the content of approved messages is accurate, lawful, and consistent with your offers
• Honoring any customer requests to stop receiving messages that reach you outside the service
• Maintaining the confidentiality of your Clover account credentials and your verified owner phone number
• Complying with Clover's Merchant Agreement and all applicable Clover policies

4. Acceptable Use

You agree not to:

• Use CustomerText for any unlawful purpose or in violation of any applicable law, regulation, or carrier messaging policy
• Attempt to circumvent or disable the service's consent guardrails, including opt-out handling, frequency caps, and quiet hours
• Use the service to send deceptive, harassing, discriminatory, or prohibited-content messages
• Upload or target customer lists for which you lack a lawful consent basis
• Attempt to reverse engineer, decompile, or disassemble any portion of the service
• Interfere with or disrupt the integrity or performance of the service or third-party data contained therein
• Attempt to gain unauthorized access to the service or its related systems

We may suspend sending or terminate access immediately if your use of the service creates legal, carrier, or deliverability risk.

5. Fees, Messaging Limits, and Payment

CustomerText is offered under plans that may include subscription fees, per-message fees, and monthly message limits, as described at the point of purchase. Messages sent beyond your plan's limits may be paused or billed at the rates disclosed for your plan. Fees are charged through Clover's billing infrastructure in accordance with Clover's payment processing terms. We will provide at least 30 days' prior written notice of any fee changes; continued use of CustomerText after a change takes effect constitutes your acceptance of the new fees.

6. Intellectual Property

CustomerText and all related technology, content, and materials are and remain the exclusive property of Evidence Ventures, LLC and its licensors. Nothing in these Terms transfers any ownership interest in the service to you. You retain ownership of your merchant data and customer data; by using the service, you grant Evidence Ventures a limited license to access and process that data solely to provide the service as described in our Privacy Policy.

7. Third-Party Services

CustomerText integrates with third-party services to operate, including Twilio for SMS delivery and hosting, database, analytics, and AI model providers. Message delivery depends on telecom carriers and is not guaranteed. Your use of CustomerText is also subject to Clover's terms and conditions. Evidence Ventures is not responsible for the availability, accuracy, or practices of any third-party services.

8. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, EVIDENCE VENTURES DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, THAT MESSAGES WILL BE DELIVERED, OR THAT ANY DEFECTS WILL BE CORRECTED. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EVIDENCE VENTURES, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES — INCLUDING LOSS OF PROFITS, DATA, BUSINESS, OR GOODWILL — ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY YOU TO US IN THE 12 MONTHS PRECEDING THE CLAIM, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

10. Indemnification

You agree to indemnify, defend, and hold harmless Evidence Ventures and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the service; (b) your violation of these Terms; (c) your violation of any applicable law or regulation, including consumer-protection and telemarketing laws; or (d) messages sent to customers for whom you lacked a lawful consent basis.

11. Term and Termination

These Terms are effective from the date you install CustomerText and continue until terminated. You may terminate at any time by uninstalling CustomerText from your Clover dashboard. Evidence Ventures may suspend or terminate your access to the service immediately if you violate these Terms, violate Clover's Developer Agreement, or if required by law. Upon termination, your license to use the service ends and we will handle your data in accordance with our Privacy Policy.

12. Modifications to Terms

We may modify these Terms at any time. We will provide at least 30 days' notice of material changes by updating the effective date and notifying you through the Clover dashboard or via email. Your continued use of CustomerText after changes take effect constitutes your acceptance of the revised Terms.

13. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-law principles. Any dispute arising out of or relating to these Terms or the service shall first be subject to good-faith negotiation. If unresolved, disputes shall be resolved by binding arbitration in accordance with the American Arbitration Association's Commercial Arbitration Rules. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction.

14. General Provisions

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Evidence Ventures regarding CustomerText. If any provision is found unenforceable, the remaining provisions remain in full force. Our failure to enforce any right shall not be deemed a waiver. You may not assign your rights under these Terms without our prior written consent.

15. Contact

Questions about these Terms? Contact us at:

Evidence Ventures, LLC
Email: hello@counterpilot.ai