Summary of the important bits (not a substitute for the full Terms): You keep your data. Monthly subscriptions renew month to month and you can cancel online any time. Annual plans are prepaid and do not renew on their own. Devices we lend you stay ours. The Service helps you count; it is not a life-safety or compliance system, and you remain responsible for your occupancy limits. Our liability is limited (see Sections 9(g), 12 and 14). If you use ID scanning, the personal data stays in a database your business leases from us: you decide what to keep and whom to ban, we host it and do not read it, and the only thing we receive from your operation is a headcount (see Exhibit A). New York law applies.
These Terms and Conditions (these "Terms") are a binding agreement between CLICR, LLC, a Georgia limited liability company with offices at 240 Kent Ave, Brooklyn, NY 11249 ("CLICR," "we," "us"), and the business that creates a CLICR account, selects a plan, or uses the Service (the "Account," "you"). By clicking "I agree," creating an account, selecting a plan at checkout, or signing an Order that references these Terms, you accept these Terms. The individual accepting these Terms represents that they have authority to bind the Account. If you do not agree, do not use the Service.
Individuals who use the CLICR apps under an Account (for example, door staff and managers) are "Users." Users must comply with Sections 3 and 10 (Restrictions and Acceptable Use) and Section 6(f) (Credentials), and the Account is responsible for its Users.
An Account may operate one or more Venues. Each Venue is identified in an Order by its licensed premises and liquor licensee. Rights and obligations that these Terms state for "the Venue" apply to each Venue separately, and the Account is responsible for each of its Venues.
If you signed a CLICR Test Pilot Agreement, that agreement prevails over any conflicting term of these Terms to the extent it grants you greater rights, and nothing in these Terms (or any amendment to them) will be interpreted to materially reduce your rights under that agreement. See Section 19 (Order of Precedence).
1. Definitions
"Account" means the business (the hospitality group or other legal entity) that holds the CLICR account and accepts these Terms. "Venue" means a single licensed premises operated under the Account, identified in an Order by its liquor licensee.
"Aggregated Data" means Count Data (as defined in Exhibit A) and any other data derived from use of the Service that has been aggregated such that it does not identify the Account, any Venue or any natural person, and that is not derived from Scan Data.
"Devices" means counting hardware (including phones, handheld units and ID scanners) that CLICR provides to the Account for use with the Service.
"Order" means the ordering screen, plan-selection page, order form or Test Pilot Agreement check-in election through which the Account selects a plan, states Venue details and accepts these Terms.
"Pricing Page" means the plan and pricing information published at clicrapp.com/pricing, as updated from time to time.
"Security Incident" means unauthorized access to or acquisition of computerized data in CLICR's possession or control that compromises the security, confidentiality or integrity of "private information" (as defined in N.Y. Gen. Bus. Law § 899-aa(1)(b)) contained in Venue Data, Scan Data (as defined in the ID Scanning Addendum, if accepted) or User account credential data.
"Service" means CLICR's occupancy counting and venue analytics platform, including the synchronized counting apps, live dashboards, reporting, manager and administrative views, and related documentation, at the plan selected in your Order. The Service does not include ID scanning, which is a separate paid add-on governed exclusively by the ID Scanning Addendum (Exhibit A) and the Data Processing Addendum (Exhibit B).
"Test Pilot Agreement" or "TPA" means a CLICR Test Pilot Agreement executed between CLICR and the Account.
"Users" means the Account's employees and contractors whom the Account authorizes to use the Service for the Account's benefit.
"Venue Data" means the counting, occupancy and reporting data generated through the Service for the Account's own Venues.
2. The Service; Plans; Accounts
(a) Access. Subject to these Terms and payment of applicable fees, CLICR grants the Account a non-exclusive, non-transferable right during the subscription term to access and use the Service for the Account's internal business operations at the Venues identified in its Orders.
(b) Plans. The Service is offered in a free plan and one or more paid plans. The features, device counts, area counts and User counts of each plan are those described on the Pricing Page or in your Order at the time you subscribe. The free plan includes synchronized counting between a limited number of devices in a single area, with no dashboards, reports, manager views or administrative roles, and runs on the Account's own devices unless the Account leases Devices under Section 9(b). CLICR may change the free plan's limits on notice.
(c) Accounts and roles. The Account must provide accurate, current information when registering, including the legal name and liquor licensee of each Venue, and keep it updated. The Account is responsible for its Users, for maintaining the confidentiality of credentials, for the acts and omissions of every person it grants access (including door staff using counter-only access), and for all activity under its accounts. Access roles exist for the Account's protection; owner and manager credentials should not be shared with staff who do not need them. The Account will notify CLICR promptly of any unauthorized use of its accounts.
(d) Changes to the Service. CLICR may improve or modify features of the Service, provided that changes will not materially reduce the core functionality of the paid plan the Account has purchased during a paid subscription term (see Section 12(a)).
(e) Mobile apps. Where the Service is delivered through an app downloaded from the Apple App Store or Google Play, the Account's use is also subject to that store's terms. The store operator is not a party to these Terms, has no obligation to provide support or maintenance for the app, is not responsible for any claim relating to the app, and is a third-party beneficiary of this Section 2(e) with the right to enforce it.
3. Restrictions; Account Responsibilities
(a) The Account will not, and will not permit any User or third party to: (i) reverse engineer, decompile or attempt to discover source code or underlying components of the Service or Devices, or access restricted functions of either; (ii) rent, resell, sublicense or provide the Service to third parties, or use it for the benefit of any venue other than the Venues identified in its Orders; (iii) copy or modify the Service or build a competing product using it, or access the Service to benchmark for a competitor; (iv) interfere with the Service's operation or circumvent usage or plan limits; (v) misrepresent counts or data generated by the Service to any authority, insurer or third party; or (vi) use the Service in violation of applicable law.
(b) Occupancy compliance stays with the Venue. The Service is a tool to assist the Venue in tracking occupancy. Counts depend on correct staff inputs, configuration and device connectivity, and can be incomplete or delayed. The Service is not a life-safety system and is not a certified occupancy-measurement system. The Venue remains solely responsible for compliance with occupancy limits, fire codes, building codes, orders of any fire marshal or authority, and all other legal requirements applicable to its premises, and for its own admission, capacity and crowd-management decisions.
(c) Prohibited data. The counting platform is not designed for regulated or high-risk personal data. The Account will not submit to the Service (other than through a feature expressly designed for it and covered by an addendum accepted by the Account, including the ID Scanning Addendum accepted through an Order): government-issued identification numbers or images, driver's license data, biometric data, health information or payment card data.
4. Fees; Billing; Renewal; Taxes
(a) How pricing is shown. Plan prices on the Pricing Page may be displayed as a weekly figure for ease of comparison. Weekly figures are illustrative only. CLICR does not bill weekly. The amount you will actually be charged, and how often, is stated at checkout and in your Order, and controls over any illustrative figure.
(b) Monthly subscription. The monthly subscription is billed in advance at the monthly rate stated in your Order and automatically renews for successive one-month terms at that rate unless cancelled, subject to Section 4(d) (promotional and founding rates) and, thereafter, to any rate change noticed under Section 16. The Account may cancel at any time from its account settings or by email to billing@clicrapp.com, effective at the end of the then-current monthly billing period; the Account keeps access until then. No cancellation fee or early-termination fee applies, and no long-term commitment is required.
(c) Annual subscription (prepaid; does not auto-renew). The annual subscription is a prepaid twelve (12)-month term at the annual rate stated in your Order. The annual subscription does not renew automatically. CLICR will send a renewal notice and invoice at least thirty (30) days before expiration. If the Account pays the renewal invoice by its due date, the subscription renews for a further twelve (12) months with no lapse in access; if the Account does not, the annual subscription ends at expiration and the Account's access converts to the free plan (Devices must be returned or leased per Section 9). A renewal invoice is an offer to renew, not an amount due: it does not accrue interest, is not subject to Section 8(c), and the Account's sole consequence of nonpayment is expiration of the annual subscription.
(d) Promotional and founding rates. Founding Venue, pilot or other promotional pricing applies for the period and on the conditions stated in the offer, the Order or the Account's Test Pilot Agreement. Where a Test Pilot Agreement or Order states that CLICR will honor a rate for a minimum period, CLICR will honor it for at least that period from the Account's conversion to a paid subscription. Otherwise, promotional pricing reverts to the then-current standard rate at the end of the promotional period on at least thirty (30) days' notice.
(e) Payment authorization. The Account authorizes CLICR and its payment processor to charge the payment method on file for recurring subscription fees, Device lease fees, ID scanning add-on fees (including the Venue Database lease under Exhibit A), and applicable taxes, at the start of each billing period. If a charge fails, CLICR may retry it and will notify the Account.
(f) Invoiced amounts; late amounts. Invoiced amounts (except annual renewal invoices, which are governed by Section 4(c)) are due net thirty (30) days from the invoice date. Fees are payable in U.S. dollars and, except as expressly stated in these Terms (including Sections 8(d), 12(a), 13(b) and 16, and Section A-8(c) of the ID Scanning Addendum), are non-refundable. Amounts more than ten (10) days past due after written notice may accrue interest at 1.5% per month or the maximum lawful rate, whichever is less. Nonpayment is handled as described in Section 8(c) (downgrade, not lockout).
(g) Taxes. Fees are exclusive of, and the Account is responsible for, any applicable sales, use and similar taxes arising from its subscription and any Device or Venue Database lease (other than taxes on CLICR's income). Where CLICR is required to collect such taxes, it will itemize them at checkout or on the invoice. If the Account is tax-exempt, it must provide a valid exemption certificate before purchase.
(h) Renewal notice safety valve. If any subscription or lease under these Terms ever provides for automatic renewal for a period longer than one month, CLICR will give written notice of the upcoming renewal at least fifteen (15) and not more than thirty (30) days before the Account's deadline to give notice of non-renewal, by email and by any additional means that N.Y. Gen. Oblig. Law §§ 5-901 and 5-903 or other applicable law requires, and the renewal will not take effect absent such notice.
(i) Billing disclosure at signup. CLICR will present the price, billing frequency, renewal behavior, cancellation deadline and cancellation method, together with a conspicuous cross-reference to Sections 9(g), 12 and 14 (warranty disclaimers and limitation of liability), adjacent to the acceptance control at signup, and will send the Account an email acknowledgment of those terms promptly after acceptance. Cancellation will always be available online and by email, the same media through which the Account subscribed.
5. Venue Data; Aggregated Data
(a) The Account owns Venue Data. As between the parties, the Account owns Venue Data and receives access to it through the Service per its then-current plan. The Account grants CLICR a worldwide, royalty-free, non-exclusive right to host, process, transmit and display Venue Data solely to provide, secure, support and improve the Service and to create Aggregated Data. With respect to any "private information" (N.Y. Gen. Bus. Law § 899-aa) contained in Venue Data, the parties intend that CLICR maintains such data on the Account's behalf and does not own it. CLICR will not sell Venue Data that identifies the Account, a Venue or its patrons. Scan Data captured through the ID scanning add-on is held in the Account's leased Venue Database under Exhibit A, where the Account is the data controller and CLICR is the processor, and is governed by Exhibits A and B.
(b) Aggregated Data. CLICR owns all Aggregated Data and may use it for any lawful purpose, including product development, benchmarking, analytics, and building and operating consumer-facing crowd-intelligence products (for example, busyness trends across venues and neighborhoods), provided that Aggregated Data will not identify the Account, any Venue or any natural person, is not derived from Scan Data, and CLICR will not attempt to re-identify it. Any use of the Account's or a Venue's name in connection with Aggregated Data is governed by Section 15 (Publicity).
(c) Export and deletion. For thirty (30) days after termination of a paid subscription or downgrade to the free plan, CLICR will make Venue Data generated during the paid term available for export in a commonly used format (for example, CSV or report download). Thereafter CLICR may delete Venue Data in the ordinary course consistent with its retention practices and Section 6, except for Aggregated Data and records CLICR must retain by law.
6. Privacy; Data Security
(a) Privacy Notice. CLICR's collection and handling of personal information is described in the CLICR Privacy Notice at clicrapp.com/privacy, which is incorporated into these Terms. Where these Terms and the Privacy Notice conflict as to the Account's rights in Venue Data, these Terms control. For Scan Data, Ban Lists and Venue Analytics captured or created through the ID scanning add-on, the role allocation in Section A-2 of Exhibit A and the processing terms in Exhibit B govern: the Account is the data controller and CLICR is the processor.
(b) Compliance. CLICR handles personal information in compliance with applicable law, including the New York SHIELD Act (N.Y. Gen. Bus. Law §§ 899-aa, 899-bb).
(c) Safeguards. CLICR will develop, implement and maintain reasonable administrative, technical and physical safeguards designed to protect the security, confidentiality and integrity of Venue Data, including any private information within it, consistent with N.Y. Gen. Bus. Law § 899-bb and appropriate to the size and complexity of CLICR's business and the nature and sensitivity of the data processed. These include encryption of data in transit, role-based access controls, personnel security training, monitoring and testing of key controls, and secure disposal of private information within a reasonable time after it is no longer needed for business purposes, so that it cannot be read or reconstructed.
(d) Subprocessors. CLICR may use service providers to operate the Service and will require by contract that any service provider with access to private information maintains safeguards substantially similar to those in this Section. Subprocessors with access to Scan Data are governed by Exhibit B.
(e) Security Incidents. CLICR will notify the Account of a Security Incident without undue delay, and in any event within seventy-two (72) hours of discovery, with then-known details and remediation status, and will reasonably cooperate with the Account. As between the parties, the Account (as owner of Venue Data) controls and is responsible for any required notifications to affected individuals and regulators concerning private information in Venue Data, except that CLICR may make (and is responsible for) any notification that applicable law requires CLICR itself to make, including notifications concerning CLICR-owned account credentials.
(f) Credentials. CLICR owns and is responsible under applicable breach-notification law for platform account credential data (usernames, emails, passwords) that it collects from Users. Users must keep their credentials confidential and must not share accounts.
7. Support; Availability
(a) Availability. CLICR will use commercially reasonable efforts, consistent with prevailing industry standards, to make the Service available twenty-four hours a day, seven days a week, and to minimize errors and interruptions.
(b) Support. CLICR provides support by email and in-app channels, Monday through Friday, 9:00 a.m. to 6:00 p.m. Eastern Time, with a target first response within one (1) business day, and prioritized handling for Service-down issues. CLICR maintains automated monitoring and alerting designed to detect platform-wide outages, including during peak venue operating hours (Thursday through Saturday nights), and prioritizes restoration of platform-wide outages whenever detected. On-site support may be available for venues in the New York metropolitan area at CLICR's discretion.
(c) Exclusions. Availability and support commitments do not apply to: scheduled maintenance (with advance notice where practicable); emergency maintenance; force majeure events; failures of the Account's or third-party equipment, internet, cellular or power; Account misuse; or use of the free plan. During a Test Pilot Agreement pilot period, support is provided as stated in the TPA; the availability targets in Section 7(a) and the no-credit terms of Section 7(d) apply, but nothing in this Section reduces the setup, training and support included in the pilot.
(d) No credits; no warranty. This Section states service targets only. It does not create a warranty, and no service credits or fee reductions are owed for missed targets. CLICR may update its support policy from time to time, provided updates will not materially degrade the support commitments above during a paid term.
8. Term; Termination; Suspension
(a) Term. These Terms apply from the Account's acceptance and continue while the Account maintains any account (including a free-plan account).
(b) Termination by the Account. The Account may cancel its paid subscription as described in Sections 4(b) and 4(c) and may terminate these Terms entirely at any time on written notice (email sufficient), ending all access to the Service. Devices must be returned per Section 9(e) unless separately leased on an active paid basis.
(c) Nonpayment. If the Account fails to pay amounts due, CLICR will provide written notice and at least ten (10) days to cure. If uncured, CLICR may downgrade the Account to the free plan (rather than terminating the account), and may deactivate leased Devices per Section 9(f). CLICR will not delete Venue Data as a remedy for nonpayment before the export window in Section 5(c) has run from the downgrade date.
(d) Termination for cause; CLICR convenience. Either party may terminate for material breach uncured within thirty (30) days of written notice. CLICR may also terminate these Terms or any free-plan account for convenience on at least sixty (60) days' written notice; if CLICR terminates a paid subscription for convenience (or terminates for its own convenience during a prepaid annual term), CLICR will refund the prepaid fees for the unused portion of the term, as an exception to Section 4(f) non-refundability. CLICR will not exercise this convenience-termination right against any Account with a signed Test Pilot Agreement, whose free plan and Service access may end only as provided in the TPA or for uncured material breach under this Section 8(d).
(e) Suspension. CLICR may suspend access immediately, with notice as soon as practicable, only to the extent reasonably necessary to address: a security risk to the Service or others; the Account's unlawful use; or the Account's material misuse of the Service or Devices. CLICR will restore access promptly once the issue is resolved.
(f) Survival. Sections 1, 3(b) and 3(c), 4(f) and 4(g) (as to accrued amounts), 5, 6, 9, 10, 11, 12(b), 13, 14, 15, 17, 18 and 19 of these Terms, the sections of the ID Scanning Addendum listed in Section A-16 (if accepted), and Exhibit B for as long as CLICR holds any Scan Data, survive termination.
9. Devices (Hardware Lease)
(a) Title. Devices remain CLICR's property at all times. The Account acquires no ownership interest and will keep Devices free of liens and encumbrances. The Account will use Devices only with the Service, only at the Venues identified in its Orders, and only with software and configurations CLICR approves. The Account may always run the CLICR apps on phones it already owns at no charge; the Account is responsible for those devices and their connectivity.
(b) Devices with paid subscriptions; free-plan lease. Devices provided to the Account under a Test Pilot Agreement or Order are included at no separate charge while the Account maintains a paid subscription, unless the Order states a separate Device fee. If the Account is on the free plan (including after downgrade or annual-plan lapse), the Account may elect to lease Devices at the monthly per-Device rate stated on the Pricing Page or in its Order; the lease runs in successive one-month terms, is cancellable by the Account effective at the end of the then-current monthly lease period, and ends when the Account cancels it, returns the Devices or terminates all access. When neither a paid subscription nor a Device lease is in place, Devices must be returned per Section 9(e).
(c) Care; cellular service. The Account is responsible for Devices while in its possession, will keep them in its control, and will not remove device-management profiles, jailbreak, resell, pledge or sublease them. Where a Device includes cellular service, that service is provided for the Service and reasonable related use at the Venue; excessive or abusive usage (for example, tethering, streaming or resale of connectivity) may be throttled, and coverage depends on the underlying carrier and is not guaranteed.
(d) Risk; cap. For lost, stolen or damaged Devices (beyond normal wear and tear), the Account will pay the replacement cost, up to a maximum of $800 per Device. This is CLICR's exclusive remedy for Device loss or damage, and normal wear is excluded.
(e) Return. The Account will return all Devices within fourteen (14) days after termination of all access, after ending a Device lease, or after downgrade to the free plan (unless the Account elects a Device lease under Section 9(b)), using the prepaid return label CLICR provides. Devices not returned within that period may be invoiced at replacement cost, subject to the $800-per-Device cap.
(f) Deactivation. CLICR may remotely lock, wipe or deactivate Devices only where the associated subscription or lease has ended or remains unpaid after the notice and cure period in Section 8(c), or where a Device is reported lost or stolen, and will not charge retroactive fees for periods of deactivation. The Account will not tamper with, modify or attempt to access restricted functions of the Devices.
(g) DEVICE WARRANTY DISCLAIMER. DEVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLICR DISCLAIMS ALL IMPLIED WARRANTIES WITH RESPECT TO THE DEVICES, INCLUDING THE IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. CLICR WILL, HOWEVER, REPLACE MALFUNCTIONING DEVICES (NORMAL WEAR OR DEFECT, NOT ACCOUNT-CAUSED DAMAGE) AT NO CHARGE AS THE ACCOUNT'S EXCLUSIVE REMEDY FOR DEVICE MALFUNCTION.
10. Acceptable Use; Confidentiality
(a) Acceptable use. The Account and its Users will not: use the Service unlawfully or to violate the rights of others; probe, scan or disrupt the Service; upload malicious code; share credentials outside the Account's organization; or use the Service to unlawfully discriminate against, stalk, harass or locate any person.
(b) Confidentiality. Each party (the "Recipient") will protect the other party's non-public business, technical and financial information ("Confidential Information") using at least the same care it uses for its own similar information and no less than reasonable care, and will use it only to perform under and exercise rights granted by these Terms. Venue Data (other than Aggregated Data), Scan Data, Ban Lists and Venue Analytics are the Account's Confidential Information; the Service, Device designs, and CLICR pricing not publicly posted are CLICR's Confidential Information. Exclusions: information that is or becomes public without breach; was known to the Recipient without restriction; is received from a third party without duty; or is independently developed. The Recipient may disclose Confidential Information to employees, contractors and advisors bound by obligations at least as protective, and may disclose information as legally compelled, with advance notice to the other party where lawful and reasonable cooperation to limit disclosure. This Section survives termination for three (3) years, and for Venue Data, Scan Data and trade secrets, for as long as protected by law.
11. Intellectual Property; Feedback
CLICR owns the Service, the Devices and their firmware, all software, documentation, branding, and all related intellectual property, and all rights not expressly granted are reserved. The Account retains all rights in Venue Data. The Account grants CLICR a perpetual, royalty-free license to use feedback and suggestions regarding the Service without restriction or attribution.
12. Warranties; Disclaimer
(a) Limited express warranty. CLICR warrants to paying subscribers that the Service will materially conform to its published documentation and that CLICR will not materially reduce the core functionality of the Account's paid plan during a paid term. For breach, the Account must notify CLICR within forty-five (45) days of discovery; CLICR will have forty-five (45) days to cure; if uncured, the Account may terminate the affected subscription and receive a pro-rata refund of prepaid fees for the unused period, as the Account's exclusive remedy for breach of this warranty.
(b) DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN SECTION 12(a), THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLICR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE, OR THAT COUNTS OR ID-SCAN RESULTS WILL BE ACCURATE OR COMPLETE. FREE-PLAN, PILOT-PERIOD AND BETA USE IS PROVIDED STRICTLY "AS IS" WITH NO WARRANTIES OF ANY KIND. CLICR DOES NOT WARRANT COMPLIANCE WITH ANY OCCUPANCY, FIRE, BUILDING, SAFETY OR AGE-VERIFICATION REQUIREMENT; THE ACCOUNT'S OBLIGATIONS IN SECTION 3(b) AND EXHIBIT A APPLY.
13. Indemnification
(a) By the Account. The Account will defend, indemnify and hold harmless CLICR and its officers, members, employees and agents from and against third-party claims, and resulting damages, fines, penalties and reasonable attorneys' fees, arising out of: (i) the Account's or any Venue's use of the Service or Devices in violation of law or these Terms; (ii) Venue Data (other than claims caused by CLICR's breach of Section 6); (iii) bodily injury, property damage, overcrowding, admission or ejection decisions, or other incidents at or arising from a Venue's premises or events, except to the extent caused by CLICR's gross negligence or willful misconduct; and (iv) the matters allocated to the Account by Section A-13 of the ID Scanning Addendum, if applicable.
(b) By CLICR (IP). CLICR will defend the Account against third-party claims that the Service, as provided by CLICR and used as authorized, infringes a U.S. patent, copyright or trade secret, and will indemnify the Account against resulting damages and reasonable attorneys' fees finally awarded or agreed in settlement. If the Service is or is likely to become subject to such a claim, CLICR may procure the right for the Account to continue using it, modify or replace it with substantially equivalent functionality, or terminate the affected subscription and refund prepaid unused fees. This obligation does not apply to claims arising from modifications not made by CLICR, combination with items not provided by CLICR, or use in violation of these Terms. This Section 13(b) states CLICR's entire liability for infringement.
(c) Procedure. The indemnified party will give prompt written notice, reasonable cooperation, and sole control of defense and settlement to the indemnifying party (no settlement imposing non-monetary obligations on, or admitting fault of, the indemnified party without its consent).
14. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, DATA OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (b) EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR OTHERWISE, IS LIMITED TO THE GREATER OF (i) THE FEES PAID BY THE ACCOUNT IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM AND (ii) ONE HUNDRED DOLLARS ($100).
THE EXCLUSIONS IN CLAUSE (a) AND THE CAP IN CLAUSE (b) DO NOT APPLY TO: THE ACCOUNT'S PAYMENT OBLIGATIONS; A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13; A PARTY'S INTENTIONAL OR GROSSLY NEGLIGENT UNAUTHORIZED DISCLOSURE OF THE OTHER PARTY'S CONFIDENTIAL INFORMATION; OR A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR LIABILITY THAT CANNOT BE LIMITED BY APPLICABLE LAW. CLAIMS ARISING FROM A SECURITY INCIDENT OR OTHER UNAUTHORIZED THIRD-PARTY ACCESS TO VENUE DATA REMAIN SUBJECT TO THE CAP, EXCEPT THAT FOR SUCH CLAIMS THE CAP IS TWO (2) TIMES THE AMOUNT IN CLAUSE (b). THAT ENHANCED CAP DOES NOT APPLY TO SCAN DATA, WHOSE RISK ALLOCATION IS GOVERNED BY SECTION A-13 OF EXHIBIT A. NOTWITHSTANDING ANY OTHER PROVISION OF THIS SECTION 14, DEVICE LOSS AND DAMAGE AMOUNTS UNDER SECTION 9 REMAIN SUBJECT TO THE $800-PER-DEVICE CAP. FOR ANY ACCOUNT WITH A SIGNED TEST PILOT AGREEMENT, THE MUTUAL WAIVER AND CAP IN SECTION 6 OF THAT AGREEMENT PREVAIL TO THE EXTENT THEY GRANT THE ACCOUNT GREATER PROTECTION, INCLUDING OVER THE CARVE-OUTS IN THIS PARAGRAPH. THESE LIMITATIONS ARE AN ESSENTIAL BASIS OF THE BARGAIN AND APPLY EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
15. Publicity
Either party may publicly reference the other (including in social media and marketing) only with the other's prior written approval (email sufficient). With the Account's approval (email sufficient), CLICR may include the Account's or a Venue's name and logo in CLICR's investor and business materials. Approvals may be given in an Order or by email and may be revoked prospectively at any time; the TPA's guest-app feature checkbox constitutes approval only for featuring the Venue in CLICR's consumer app. For Founding Venues that elected the consumer-app feature in their Test Pilot Agreement, inclusion in CLICR's consumer app, when launched, is provided at no charge; the Account may opt out at any time, and the revocation right in this Section applies to approvals, not to that benefit.
16. Amendments to These Terms
CLICR may update these Terms by giving the Account at least thirty (30) days' notice by email and in-app notice before the changes take effect. Changes apply prospectively only: for monthly subscriptions, no earlier than the start of the next monthly term after the notice period; for prepaid annual subscriptions, no earlier than the start of the next annual term (except changes required by law or that do not adversely affect the Account, which may take effect on the stated date). If a change materially reduces the Account's rights or increases the Account's costs, the Account may reject it by cancelling before the change takes effect, with a pro-rata refund of prepaid annual fees for the unused period, and no change will reduce the rights granted in a signed Test Pilot Agreement, for as long as that agreement (or its surviving sections) remains in effect, without the Account's signed consent (see Section 19(c)). CLICR will date each version and maintain an archive of prior versions. Continued use of the Service after the effective date of a change constitutes acceptance of it.
17. Governing Law; Disputes
(a) Governing law; courts. These Terms and any dispute arising out of or relating to them or the Service are governed by the laws of the State of New York, without regard to conflicts-of-law rules. The state and federal courts located in New York County, New York have exclusive jurisdiction over such disputes, and each party consents to personal jurisdiction there and waives objections to venue. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
(b) Jury waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.
(c) Informal resolution. Before filing a claim (other than for injunctive relief), the parties will attempt in good faith to resolve the dispute through direct discussion for at least thirty (30) days after written notice describing the dispute.
18. General
(a) Notices. Notices must be in writing. Email is sufficient: to CLICR at legal@clicrapp.com (and, for billing matters, billing@clicrapp.com); to the Account at the account owner's email on file. Notices are deemed received on the next business day after sending, absent a bounce.
(b) Force majeure. Neither party is liable for delay or failure (other than payment obligations) caused by events beyond its reasonable control, including internet, cellular or utility failures, acts of government, labor disputes or natural disasters.
(c) Assignment. The Account may not assign these Terms without CLICR's consent. CLICR may assign these Terms to an affiliate or in connection with a merger, acquisition or sale of assets, with notice to the Account.
(d) Relationship. The parties are independent contractors. Except as stated in Section 2(e), there are no third-party beneficiaries.
(e) Entire agreement; severability; waiver. These Terms (with the Order, the Privacy Notice, any signed TPA, Exhibits A and B when the ID scanning add-on is accepted, and any signed or electronically accepted addenda) are the entire agreement regarding the Service and supersede prior discussions on that subject. If any provision is unenforceable, it will be limited to the minimum extent necessary and the remainder will remain in effect. Failure to enforce is not a waiver. These Terms may be accepted electronically, and electronic records and signatures satisfy any writing requirement.
19. Order of Precedence (Test Pilot Agreement)
For any Account that has executed a Test Pilot Agreement: (a) during the pilot period, the TPA governs and these Terms apply only to the extent stated in the TPA; (b) after conversion, these Terms govern, except that the TPA's terms prevail over any conflicting term of these Terms to the extent the TPA grants the Account greater rights, including without limitation terms controlling data ownership, device inclusion and liability caps, the free plan and device leasing, cancellation, renewal and termination mechanics, publicity and consumer-app benefits, Founding Venue pricing, confidentiality, and liability limits; and (c) no amendment of these Terms will be applied so as to materially reduce the Account's rights under the TPA, which may be amended only in a signed writing.
Exhibit A. ID Scanning Addendum
This Addendum applies only if the Account purchases CLICR's ID scanning add-on for a Venue and takes effect on the Account's acceptance of an Order for that add-on; such acceptance constitutes execution of this Addendum for all purposes of the Terms, including Sections 3(c) and 18(e). It supplements the Terms; for the ID scanning feature, this Addendum controls over the Terms. Capitalized terms not defined here have the meanings in the Terms.
The model in one sentence: the Venue owns the personal data, and CLICR sees none of it. Name, date of birth, ID number and expiration date from a scanned identification live in a database that belongs to the Venue's business, that CLICR hosts under a lease, and that CLICR does not read. What CLICR itself receives from the Venue's operation is a headcount: how many people came in and went out of each area, and when, recorded from taps in the counting app. Nothing derived from a scan, including an age range, is transmitted to CLICR. Where the Venue's state permits, the Venue may turn on an age-range report inside its own database; that report is the Venue's, stays in the Venue's database, and is not received or used by CLICR. The Venue decides how long to keep what is on its side of the boundary, within the limits its state sets, and whom to ban.
A-1. Definitions
"Ban List" means the list of individuals a Venue has decided to exclude, created and maintained by the Venue under Section A-5A. A Ban List is scoped to a single liquor licensee.
"Count Data" means in/out headcounts by area and time interval recorded from taps in the CLICR counting app. Count Data is not derived from any scan or scan event and contains no name, date of birth, document number, age, patron identifier, scan identifier, token, hash or free text. Count Data is Aggregated Data for purposes of Section 5(b) of the Terms.
"Enabled Jurisdictions" means the jurisdictions in which CLICR has enabled the ID scanning feature, as listed on CLICR's then-current Enabled Jurisdictions Schedule, published at clicrapp.com/enabled-jurisdictions (the "Schedule"). The Schedule states, for each jurisdiction, the fields that may be recorded, retention defaults and ceilings, whether a Ban List and Venue Analytics are available and in what configuration, any consent requirement, and any statutory-defense period. The Schedule is the operative source of truth for the configuration of the feature.
"Four Permitted Fields" means (i) name, (ii) date of birth, (iii) driver's license or non-driver identification number, and (iv) expiration date, as read from the machine-readable portion of a government-issued identification document. No other field is read, derived, logged or stored from an identification document in any jurisdiction.
"Permitted Purposes" means (i) verifying the age and apparent validity of a government-issued ID presented by the individual; (ii) preventing identity fraud; and (iii) checking the individual against the Venue's own Ban List under Section A-5A, in each case only to the extent consistent with applicable law (including, to the extent applicable, 18 U.S.C. § 2721(b)) and only as the Schedule permits for the Venue's state.
"Scan Data" means data captured by the ID scanning feature from a government-issued identification document, and any record derived from it that identifies a natural person, including patron records, scan records and Ban List entries. Scan Data is Venue Data and the Account's Confidential Information for purposes of Sections 1 (Security Incident), 5, 6 and 10 of the Terms, as modified by this Addendum.
"Venue Analytics" means the optional report a Venue may enable under Section A-5B, where the Schedule permits, that groups the Venue's own scans into age ranges by area and time interval. Venue Analytics are derived only from the date of birth field within the Venue Database, are Venue Data and the Account's Confidential Information, and are never transmitted to, read by, licensed to or used by CLICR.
"Venue Database" means the dedicated, logically isolated database that CLICR provisions and leases to the Account under Section A-3, in which Scan Data, Ban Lists and Venue Analytics reside, partitioned by Venue under Section A-3(c).
A-2. Roles: The Account Is the Controller, CLICR Is the Processor
(a) Allocation. With respect to all Scan Data, Ban Lists and Venue Analytics, the Account (acting through each Venue) is the data controller and CLICR is the processor. The Account determines the purposes and means of processing: whether to scan at all, whom to ban, on what grounds, for how long, whether to enable Venue Analytics, and how long to retain records within the ceilings in Section A-6. CLICR processes Scan Data only on the Account's documented instructions, which the Account gives through its configuration of the Service, this Addendum and Exhibit B, and for no purpose of its own.
(b) CLICR is a controller only of Count Data. CLICR is an independent controller of Count Data, which is a headcount, is not derived from scans, and identifies no one. CLICR is not a controller, joint controller or co-owner of Scan Data, Ban Lists or Venue Analytics, receives none of them, and will not act as a controller of any of them.
(c) What this means in practice. The Account is responsible for the lawfulness of each Venue's collection, retention and use of Scan Data, for any notice, signage or consent its jurisdiction requires, and for responding to patron requests for access, correction or deletion. CLICR will assist the Account with those requests as processor under Exhibit B, and will provide the tooling described in Section A-11. Patron-facing notices should direct patrons to the Venue.
(d) Subprocessors. CLICR may engage subprocessors to host and operate the Venue Database as provided in Exhibit B. CLICR remains responsible for its subprocessors' performance. The current subprocessor list is available at clicrapp.com/subprocessors and on request to legal@clicrapp.com.
(e) No cross-venue network. CLICR does not operate, and this Addendum does not create, any shared, cross-venue or account-wide ban list, flag network or watch list. Ban Lists are scoped to the single liquor licensee that created them. Should CLICR ever offer a cross-venue feature, it will require a separate signed addendum, and CLICR would be an independent controller of it.
A-3. The Venue Database
(a) Lease and access. As part of the ID scanning add-on, CLICR provisions and leases to the Account a Venue Database for the Account's exclusive use for the term of the add-on. The Venue Database and its contents are the Account's; CLICR's role is to host, secure, back up and make it available. The lease fee is included in the add-on fee stated in the Order or on the Pricing Page. The lease does not transfer title to any CLICR software or infrastructure and ends when the add-on ends, subject to Section A-3(e).
(b) CLICR does not read it. CLICR does not access, read, query, export or disclose the contents of the Venue Database except: (i) as strictly necessary to perform hosting, backup, security or disaster recovery functions, in which case access is to systems rather than to records and is logged; (ii) where the Account expressly requests support that cannot be given otherwise, on the Account's documented instruction and limited to the records the request concerns; or (iii) where a law compels it, in which case CLICR will give the Account notice where lawful. CLICR personnel have no standing read path to patron, scan, Ban List or Venue Analytics records, and this is enforced by access controls rather than by policy alone.
(c) Isolation and partition. Each Venue Database is logically isolated from every other Account's. Within a Venue Database, every scan record, Ban List entry and Venue Analytics report is tagged to the Venue (liquor licensee) that created it, and no Venue may view, query or match against another Venue's scan records or Ban List, including Venues under common ownership. Scan Data is not commingled, indexed across Venues or Accounts, or shared between them.
(d) Access log. Every access to identifying records in the Venue Database is logged with actor, record, stated purpose and timestamp, and is rate limited. The Account may review its own access log.
(e) On termination. When the ID scanning add-on ends, the Account may export the contents of the Venue Database under Section A-11 for thirty (30) days, after which CLICR will delete the Venue Database and its contents, subject only to Section A-6(d) (records the Venue elects to retain to support a statutory defense) and to Count Data, which survives under Section A-10.
(f) What leaves the Venue Database. Nothing derived from Scan Data leaves the Venue Database. The only data CLICR receives from the Account's operation of the Service for CLICR's own purposes is Count Data, which is generated by the counting app and not by the ID scanning feature.
A-4. The Venue's Decisions; Account Warranties
(a) The decisions are the Venue's. The decision to deploy ID scanning at a Venue's premises, whom to ban, on what evidence, for how long, whether to enable Venue Analytics, and what retention period to set within the ceilings in Section A-6 are the Venue's decisions alone. CLICR provides defaults and ceilings; it does not choose for the Venue, and it will not add, lift or alter a ban.
(b) Warranties. The Account represents and warrants, for itself and each Venue, that: (i) it has determined, with the advice of its own counsel, that its deployment and use of the feature, including any election under Sections A-5A, A-5B or A-6(b), complies with the laws of its jurisdiction, and it holds all required licenses; (ii) it will use the feature and Scan Data only for the Permitted Purposes, and for no survey, marketing or solicitation use; and (iii) it has given any notice and obtained any consent its jurisdiction requires before scanning.
(c) Operational obligations. The Account will cause each Venue to: (i) post conspicuous signage at each scanning point disclosing that IDs are scanned, what is collected, the purposes, the retention period and how patrons may request deletion (CLICR provides template signage, but the Venue is responsible for its legal sufficiency); (ii) restrict Ban List and patron record access to the staff roles that need it; (iii) honor patron privacy-rights requests as controller, with CLICR's assistance; and (iv) remain solely responsible for its staff's admission, service and ejection decisions.
A-5. Permitted Purposes; Prohibited Uses
(a) CLICR grants the Account the right to use the ID scanning feature solely for the Permitted Purposes, at the Venues identified in its Orders, in Enabled Jurisdictions only.
(b) Neither party will: (i) use Scan Data for advertising, marketing, promotional, survey or solicitation activities, and no consent-based exception applies; (ii) sell, rent, resell or disseminate Scan Data to any third party, except as required by law; (iii) use Scan Data for patron behavioral analytics or profiling, or to enrich other datasets or train models; (iv) retain the full machine-readable payload of any identification document; or (v) use Scan Data for any purpose other than the Permitted Purposes.
(c) Analytics. Occupancy, crowd-density and every other analytic that CLICR presents or uses is computed from Count Data, never from Scan Data or scan events. Any age-range reporting exists only as Venue Analytics under Section A-5B, inside the Venue Database, where the Schedule permits it. CLICR derives no analytic of any kind from Scan Data.
(d) Four fields, everywhere. The Service parses the machine-readable zone or barcode and retains only the Four Permitted Fields, or fewer where the Venue's state permits fewer. No other field, including sex or gender, address, zip code, height, eye color or photograph, is read, derived, displayed, logged or stored in any jurisdiction, whatever the state allows. The raw payload is not persisted anywhere, including in logs, crash reports, offline queues or analytics events. The exact age may be displayed on the scanning device at the moment of scan and is not stored, logged or transmitted.
(e) No unlawful use. The Account will not use Scan Data to unlawfully discriminate, or to stalk, harass or locate any person.
(f) Counts from taps. In/out and occupancy counts are recorded from taps in the counting app. A scan event is not used to increment a count in any jurisdiction whose scanning statute limits the use of the scanning device to age verification, as identified on the Schedule.
A-5A. Ban Lists
(a) Venue election. The Ban List feature is available where the Schedule permits it and is off until the Venue turns it on through an owner-level acceptance. The decision to maintain a Ban List, whom to place on it, for what reason and for how long is the Venue's alone. CLICR does not add, lift or alter any entry.
(b) How entries are created. A Ban List entry is created manually by Venue staff at or about the time of the incident that gives rise to it, from the staff member's own observation. The entry records the individual's name and date of birth as typed or confirmed by staff from the face of the identification document, a reason selected from the fixed list of lawful security grounds in the Service (violence, threats, theft, sexual misconduct, weapons, fraudulent identification, refusal to comply with staff), the identity of the staff member creating the entry, and an expiry date. No entry is created from, linked to or populated by a scan record, and no field of a scan record is copied into an entry. The Venue is responsible for communicating the exclusion to the individual at the time.
(c) How matching works. Where the Venue has enabled Ban List matching, the name and date of birth decoded from the identification document at the moment of scan are compared, in device memory, against the Venue's Ban List. On a match, the device displays the name, date of birth and a "banned" indicator to staff. A manager-level User must confirm before any refusal of entry. No record of the match is written, the identification number is not used in the comparison, and stored scan records are not read for it. In jurisdictions the Schedule identifies as use-limited (including New York), this is the only Ban List configuration available.
(d) Scope and expiry. A Ban List is scoped to a single liquor licensee and is never shared between Venues, Accounts or businesses, including under common ownership. Entries expire one (1) year after creation by default. The Venue may set a longer period, up to five (5) years, only for entries whose stated reason is violence or weapons, and in every case subject to any shorter period the Venue's state requires. The Venue may review, correct and delete entries at any time and must do so on a documented request from the individual where the law requires.
(e) No biometrics; no persistent identifiers. No photograph or biometric identifier is captured, stored or compared in connection with a Ban List. No persistent identifier is assigned to scanned individuals generally; a random internal key may be attached to an entry created under Section A-5A(b), and to nothing else.
(f) Venue responsibility. Admission, refusal and ejection decisions, and the lawfulness and accuracy of every Ban List entry, are the Venue's. The Venue will not create or use an entry on the basis of a protected characteristic and will maintain a written security policy describing how its Ban List is created, reviewed and used.
A-5B. Venue Analytics
(a) Venue election. Where the Schedule permits it for the Venue's state, the Venue may enable Venue Analytics for that Venue. The feature is off until enabled. Enablement requires a separate acceptance by an owner-level User that identifies the Venue's state, restates the warranty in Section A-4(b)(i), and acknowledges that Venue Analytics are the Venue's election and responsibility.
(b) What Venue Analytics are. Venue Analytics group the Venue's own scans into age ranges by area and time interval. The age range is derived only from the date of birth field already held in the Venue Database. No cell is reported unless at least ten (10) scans sit behind every combination of age range, area and time interval; smaller cells are rolled into the next coarser bucket rather than suppressed alone. No other attribute is derived from the identification document.
(c) Where Venue Analytics live. Venue Analytics are computed inside the Venue Database, stored there as Venue Data, and displayed only on the Venue's own dashboard. They are not transmitted to, read by, licensed to or used by CLICR, are not Count Data, and are not Aggregated Data for purposes of Section 5(b) of the Terms. CLICR has no read path to Venue Analytics and does not market them as a CLICR feature.
(d) Where Venue Analytics are unavailable. Venue Analytics are not available in any jurisdiction the Schedule marks as use-limited, verify-and-discard, held or not enabled, and are not available in a consent-gated jurisdiction unless the Venue's consent disclosure covers them.
A-6. Retention
(a) Defaults. Unless the Venue sets otherwise: ordinary scan records are retained for twenty-one (21) days and then deleted; Ban List entries are retained for one (1) year.
(b) Ceilings and defense-period election. The Venue may set its own retention periods in the Service. For ordinary scan records the default is twenty-one (21) days. Where the Venue's state provides an affirmative defense or similar protection supported by a transaction-scan record, the Venue may elect a longer period for the Four Permitted Fields, up to the ceiling stated for its state on the Schedule, by recording in the Service the defense rationale for the election; absent that election the twenty-one-day period applies. For Ban List entries the ceiling is five (5) years as provided in Section A-5A(d). In every case the effective period is the shorter of the Venue's setting and any period the Venue's state requires. The Venue may set shorter periods at any time.
(c) Enforcement. Expired records become unreadable at expiry and are hard-deleted on a schedule, including from backups within the backup rotation period. Deletion of an expired record is not conditioned on the Venue requesting it.
(d) Statutory defense records. Where the Venue's jurisdiction provides an affirmative defense supported by a transaction-scan record (including N.Y. ABC Law § 65-b(7)(a)), the Venue may elect to retain the minimum record needed for that defense for the period stated for its jurisdiction on the Schedule. That election is the Venue's.
(e) Count Data does not expire with Scan Data. Count Data is not personal data, is not derived from Scan Data, and is unaffected by the expiry, deletion or purge of Scan Data. See Section A-10.
A-7. New York Venues (ABC Law § 65-b)
For Venues licensed under the N.Y. Alcoholic Beverage Control Law, the feature is configured as follows, and no Venue setting overrides this configuration: (a) only the Four Permitted Fields are read and recorded (N.Y. ABC Law § 65-b(7)(b)); (b) no analytic of any kind is derived from a scan, by the Venue or by CLICR, and Venue Analytics are not available; (c) in/out and occupancy counts are recorded from counting-app taps only, and scan events do not increment a count; (d) the Ban List, if the Venue enables it, operates only in the configuration described in Section A-5A(b) and (c), with entries created from staff observation and matching performed in device memory on name and date of birth; (e) scan records are used only to support the affirmative defense in § 65-b(7)(a), and the Venue may elect the defense-period retention in Section A-6(b) for that purpose; and (f) scan information is not resold, disseminated or used for advertising, marketing or promotional purposes (§ 65-b(8)). The Account acknowledges that a scan-against-list comparison under paragraph (d) is a Venue election disclosed on the Schedule and allocated under Section A-13.
A-8. Enabled Jurisdictions; Change of Law
(a) The feature is available only in Enabled Jurisdictions and only in the configuration the Schedule states for the Venue's jurisdiction. The Account will not use the feature, or transport Devices configured for scanning for use, outside Enabled Jurisdictions. A Venue in a jurisdiction that is not enabled does not receive the feature.
(b) CLICR enables a jurisdiction only after legal review, and configures the feature by jurisdiction, including verify-and-discard operation with no retention and no Ban List where local law requires it. An unmapped jurisdiction defaults to not enabled. The Schedule is enforced in CLICR's software at the scanning device and at the point where data enters the Venue Database; no Venue setting overrides it.
(c) Change of law. CLICR may modify, restrict or disable the feature in any jurisdiction on notice, without liability, in response to a change in law, regulator guidance or a good-faith legal-risk determination. The Account's sole remedy is a pro-rata refund of prepaid add-on fees for the disabled period.
A-9. CLICR's Undertakings
CLICR will: (a) not read Scan Data, Ban Lists or Venue Analytics except as permitted by Section A-3(b); (b) not sell, rent or disclose Scan Data, Ban Lists or Venue Analytics to any third party, and not use any of them for CLICR's own purposes; (c) not share Scan Data or Ban Lists between Venues or Accounts or operate any cross-venue ban network; (d) receive from the Account's operation of the Service, for CLICR's own purposes, only Count Data, and hold nothing derived from a scan in CLICR's own systems; (e) read and store only the Four Permitted Fields in every jurisdiction, and never read, derive or store sex or gender, address, zip code or any other field from an identification document; (f) perform no biometric processing of any kind and introduce none except under a separate signed addendum; (g) encrypt Scan Data in transit and at rest under an Account-specific key; (h) enforce the Schedule in code at the scanning device and the ingest layer; and (i) not add, lift or alter any Ban List entry.
A-10. Count Data
(a) License. The Account grants CLICR a worldwide, perpetual, irrevocable, royalty-free, non-exclusive license to create, use, reproduce and commercialize Count Data for any lawful purpose, including product development, benchmarking, aggregate reporting, and building and operating consumer-facing crowd-intelligence products. CLICR owns the Count Data it creates.
(b) Nothing from a scan. Count Data is generated by the counting app and not by the ID scanning feature. No process reads Scan Data, scan events, Ban Lists or Venue Analytics to produce Count Data or any other CLICR data, and the license in this Section does not extend to Scan Data, Ban Lists, Venue Analytics or anything derived from them.
(c) Count Data survives deletion. Deletion or expiry of Scan Data, a Venue purge under Section A-11, and termination of this Addendum do not delete Count Data, because it is a headcount and identifies no one.
A-11. Export; Deletion
(a) Export. The Account may export its patron, scan, Ban List and Venue Analytics records from the Venue Database at any time during the term and for thirty (30) days after the add-on ends. It is the Account's data.
(b) Purge. The Account may purge its patron, scan, Ban List and Venue Analytics records at any time. A purge is real and is not reversible. Count Data survives a purge, per Section A-10(c).
(c) Assistance. CLICR will provide reasonable tooling and assistance for the Venue to locate, export, correct and delete records in response to patron privacy-rights requests, as further described in Exhibit B.
A-12. Security; Security Incidents
(a) CLICR will maintain the safeguards described in Section 6(c) of the Terms and Exhibit B with respect to the Venue Database, and will restrict access as described in Section A-3(b).
(b) CLICR will notify the Account of a Security Incident affecting Scan Data without undue delay and in any event within seventy-two (72) hours of discovery, with then-known details and remediation status, and will reasonably cooperate with the Account. This is tighter than the notification period New York law requires of the Venue.
(c) As controller, the Account controls and executes any required notifications to affected individuals and regulators, including, for New York, the Attorney General, the Department of State and the Division of State Police, and consumer reporting agencies if more than 5,000 New York residents are notified. CLICR will cooperate, and retains any notice duty the law imposes on CLICR itself.
A-13. Allocation of Risk for Scan Data
(a) The Account carries the risk of its own ID data. Because the Account is the controller of Scan Data and makes every decision about its collection, retention and use, the Account will defend, indemnify and hold harmless CLICR and its officers, members, employees and agents from and against third-party claims, and resulting damages, fines, penalties and reasonable attorneys' fees, arising out of: (i) the Account's or any Venue's collection, retention, use or disclosure of Scan Data; (ii) ANY BAN, REFUSAL OF ENTRY, EJECTION OR OTHER ADMISSION DECISION A VENUE MAKES, INCLUDING ONE FOLLOWING A BAN LIST MATCH; (iii) a Venue's failure to give required notice, post required signage or obtain required consent; (iv) use of the feature in a jurisdiction that is not an Enabled Jurisdiction, or outside the Permitted Purposes; (v) the Account's breach of this Addendum; (vi) a Venue's election to enable, and its use of, a Ban List under Section A-5A, including any scan-against-list comparison; and (vii) a Venue's election to enable, and its use of, Venue Analytics under Section A-5B. This indemnity does not extend to claims to the extent caused by CLICR's breach of Section A-9, Section A-12 or Exhibit B, or by CLICR's gross negligence or willful misconduct. The Account acknowledges that the Schedule identifies, for each state, the residual legal considerations attaching to the elections in clauses (vi) and (vii), that it has reviewed them with its own counsel under Section A-4(b)(i), and that each election is the Venue's decision.
(b) CLICR's liability for Scan Data is subject to the cap in Section 14 of the Terms, and, because the Account is the controller, the enhanced cap in Section 14 for Security Incidents affecting Venue Data does not apply to Scan Data. CLICR's liability with respect to Scan Data is limited to breaches of its own undertakings in Sections A-3(b), A-9 and A-12 and Exhibit B.
(c) The Account acknowledges that CLICR has priced the add-on on the basis of this allocation, and that it reflects the parties' actual roles: CLICR cannot control, and does not see, what a Venue collects and whom it bans.
A-14. A Tool, Not a Compliance Guarantee
ID scanning assists the Venue's staff by reading and validating machine-readable information on government-issued identification. It does not detect all fraudulent identification, does not verify that the person presenting the identification is its owner, and is not legal advice or a guarantee of compliance with alcohol-service, age-verification or admission laws. A verdict is an input to a decision, not the decision. Admission, service and ejection decisions are made by the Venue and its staff, and the Venue remains responsible for them and for its own compliance.
A-15. Scanner Hardware
Bluetooth ID scanners supplied with the add-on are Devices under Section 9 of the Terms: they remain CLICR's property, are included while the add-on is active, and must be returned within fourteen (14) days after the add-on ends. Replacement cost for a lost, stolen or damaged scanner is the scanner's replacement cost, not exceeding the per-Device cap in Section 9(d). Scanners pair to the Account's CLICR account and may be used only with the Service.
A-16. Suspension; Survival
Use of Scan Data in violation of this Addendum, or use of the feature in a jurisdiction that is not an Enabled Jurisdiction or outside the configuration the Schedule states, is grounds for immediate suspension of the feature; such suspension is not a breach of the Terms or any support commitment. Sections A-2, A-5, A-5A(d)–(f), A-5B(c), A-6(e), A-7, A-9, A-10 and A-13 survive termination of this Addendum and of the Terms, and Sections A-3(b), A-3(e), A-12 and Exhibit B survive for as long as CLICR holds any Scan Data.
Exhibit B. Data Processing Addendum
This Data Processing Addendum ("DPA") forms part of the Terms and applies whenever CLICR processes Scan Data, Ban Lists or Venue Analytics (together, "Venue Personal Data") on behalf of the Account under the ID Scanning Addendum. It is intended to satisfy the controller-processor contract requirements of applicable U.S. state privacy laws, including Cal. Civ. Code § 1798.100(d) and § 1798.140(j) and (ag), Conn. Gen. Stat. § 42-521(b), Va. Code § 59.1-579(B), and the corresponding provisions of other state comprehensive privacy laws, to the extent any of them applies to the Account or to CLICR. Where this DPA and Exhibit A conflict, the provision more protective of Venue Personal Data controls.
B-1. Roles and instructions
(a) The Account is the controller (or "business") and CLICR is the processor (or "service provider" or "contractor") of Venue Personal Data. CLICR will process Venue Personal Data only on the Account's documented instructions, which consist of the Terms, Exhibit A, this DPA, the Schedule configuration for each Venue's state, and the Account's configuration choices in the Service. CLICR will inform the Account if, in CLICR's opinion, an instruction violates applicable law, and may suspend the affected processing until the instruction is withdrawn or confirmed.
(b) Nature and purpose of processing: hosting, storage, backup, encryption, access control, deletion and export of Venue Personal Data in the leased Venue Database, and provision of the ID scanning, Ban List and Venue Analytics functions to the Venue, each for the Permitted Purposes only. Type of data: the Four Permitted Fields, Ban List entries, Venue Analytics, and access logs. Data subjects: patrons who present identification at a Venue. Duration: the term of the ID scanning add-on plus the export and deletion periods in Exhibit A.
B-2. CLICR's obligations
CLICR will: (a) not sell or share Venue Personal Data, and not retain, use or disclose it for any purpose other than the specific business purpose of providing the Service to the Account, outside the direct business relationship between CLICR and the Account, or for any commercial purpose of its own; (b) not combine Venue Personal Data with personal information CLICR receives from any other source, except as permitted by applicable law for the Account's benefit; (c) ensure that each person processing Venue Personal Data is subject to a duty of confidentiality; (d) implement and maintain the safeguards in Section 6(c) of the Terms and Section A-9 of Exhibit A, appropriate to the nature of the data and the risk; (e) engage subprocessors only under Section B-3; (f) at the Account's direction, delete or return all Venue Personal Data at the end of the provision of services as provided in Exhibit A §§ A-3(e) and A-11, unless retention is required by law; (g) make available to the Account all information in CLICR's possession reasonably necessary to demonstrate CLICR's compliance with this DPA; (h) notify the Account without undue delay, and within seventy-two (72) hours, of a Security Incident affecting Venue Personal Data; (i) notify the Account if CLICR determines it can no longer meet its obligations under applicable privacy law, and permit the Account to take reasonable steps to stop and remediate unauthorized use; and (j) comply with applicable privacy law and provide the same level of privacy protection required of the Account by that law with respect to Venue Personal Data.
B-3. Subprocessors
(a) The Account authorizes CLICR to engage the subprocessors listed at clicrapp.com/subprocessors for hosting, backup, infrastructure security and support of the Venue Database. CLICR will give the Account at least thirty (30) days' notice by email of any new subprocessor with access to Venue Personal Data; the Account may object on reasonable grounds within that period, in which case the parties will discuss in good faith and, if no resolution is reached, the Account may terminate the ID scanning add-on with a pro-rata refund of prepaid add-on fees.
(b) CLICR will bind each subprocessor by written contract to data protection obligations no less protective than those in this DPA and Exhibit A, and remains fully responsible for each subprocessor's performance. Hosting of the Venue Database is in the United States.
B-4. Assistance with rights requests and assessments
(a) CLICR will provide the tooling in Exhibit A § A-11 so the Venue can locate, export, correct and delete records in response to a data subject request, and will forward to the Venue within five (5) business days any request CLICR receives that concerns Venue Personal Data. CLICR will not respond to a data subject directly except to direct the individual to the Venue or as the Account instructs.
(b) Taking into account the nature of the processing and the information available to CLICR, CLICR will provide reasonable assistance to the Account in meeting its obligations to conduct data protection assessments and to respond to regulator inquiries concerning Venue Personal Data.
B-5. Audit and assessment
Not more than once in any twelve-month period, and on thirty (30) days' written notice, the Account may assess CLICR's compliance with this DPA by (a) reviewing CLICR's then-current security documentation and any third-party assessment reports CLICR holds, and (b) submitting reasonable written questions, which CLICR will answer within thirty (30) days. Where applicable law grants the Account a right to an independent assessment of CLICR's policies and technical and organizational measures, the Account may arrange one at its expense, using a qualified and independent assessor, under an appropriate confidentiality agreement, and CLICR will provide a report of the assessment to the Account on request. CLICR will remediate any material deficiency identified within a reasonable time.
B-6. Security Incidents
CLICR's notice under Section B-2(h) will include, to the extent then known, the nature of the incident, the categories and approximate number of records and data subjects affected, the Venues affected, the likely consequences, and the measures taken or proposed. CLICR will supplement the notice as information becomes available and will cooperate with the Account's investigation and notifications as provided in Exhibit A § A-12. Nothing in this DPA shortens or lengthens any statutory notice period that applies to either party.
B-7. Term; precedence; general
This DPA takes effect on acceptance of the ID scanning add-on and continues for as long as CLICR holds any Venue Personal Data. It is governed by Section 17 of the Terms. If any provision of this DPA is required by applicable privacy law to be stated differently for the law to be satisfied, the parties will treat this DPA as amended to the minimum extent necessary to satisfy that law.