App Provider: Nomos Apex AI LLC, a limited liability company formed in New York
Product: Dynamic.ly
Publication Candidate URL: www.dynamicly.app/legal/clover-merchant-terms
Effective Date: The date the approved version of these Terms is first publicly published at the Publication Candidate URL.
Dynamic.ly is a restaurant-intelligence software product operated by Nomos Apex AI LLC.
1. Parties, Status, and Acceptance
These Dynamic.ly Clover Merchant Terms (the “Terms”) are between Nomos Apex AI LLC (“App Provider,” “we,” “us,” or “our”) and the business or other legal person that is authorized to install, authorize, access, or use Dynamic.ly in connection with a Clover merchant account (“Merchant,” “you,” or “your”).
This document is a non-final internal draft. It will not bind a Merchant unless and until an approved version is publicly published and the Merchant accepts it through an authorized installation, order form, pilot agreement, or use of the applicable Dynamic.ly Clover service after publication.
By accepting the published Terms on behalf of a Merchant, the individual accepting them represents that the individual has authority to bind that Merchant. If the individual does not have that authority, the individual must not install, authorize, or use the Clover integration.
2. Eligibility and Account Authority
Dynamic.ly is intended for business use by restaurants and other authorized food-service operators. You must:
- control, or be authorized to administer, the relevant Clover merchant account and selected locations;
- use the Service only for your own authorized business operations;
- provide accurate Restaurant, Location, user, role, policy, mapping, and operational information;
- keep your Dynamic.ly and Clover access appropriately restricted to authorized personnel; and
- promptly notify us if authority, account access, or a material business fact changes.
You must not install or use Dynamic.ly for another party’s Clover merchant account without that party’s authorization.
3. Dynamic.ly Service
For purposes of these Terms, “Service” means the Dynamic.ly restaurant-intelligence and decision-support capabilities made available to the Merchant, including the current Clover connector.
The current Clover connector is read-only. It may receive permitted Clover merchant, inventory/menu, and order information; convert selected source data into field-filtered provider Evidence; calculate provider-neutral Signals and deterministic analyses; display source freshness and coverage; prepare manager-reviewed insights and Action Cards; and record Manager Decisions and audit history.
The Service does not currently:
- write to Clover;
- change a Clover menu, item, variant, modifier, category, price, stock record, availability state, or order;
- process Clover payments or Online Payments;
- access Clover customer profiles or buyer contact information as an intended product capability;
- access Clover employee personal data as an intended product capability;
- execute an Action Card or Manager Decision in Clover or another external system; or
- guarantee any particular operational, financial, sales, demand, margin, or waste outcome.
The available features may vary by environment, Merchant configuration, source freshness, permissions, data quality, and separately agreed pilot or commercial scope.
4. Clover Authorization and Permissions
The current Dynamic.ly Clover integration is designed to use only these Clover read permissions:
- Read Merchant;
- Read Inventory; and
- Read Orders.
The current integration does not request or use Clover permissions for Write Merchant, Write Inventory, Write Orders, Payments, Customers, Employees, or Online Payments.
The Merchant authorizes the App Provider to use the permissions that the Merchant approves through Clover solely to provide, secure, support, reconcile, and audit the Merchant-specific Service described in these Terms and the Dynamic.ly Clover Privacy Policy.
A future scope expansion requires an updated product decision, updated disclosure where material, and a new merchant authorization. Nothing in these Terms authorizes a future write scope or provider mutation.
5. Merchant Responsibilities and Manager-Confirmed Truth
Clover source data is evidence about the Merchant’s Clover account; it does not automatically become confirmed Dynamic.ly business truth. The Merchant is responsible for reviewing and confirming Restaurant-specific facts, including where applicable:
- the correct Clover merchant and locations;
- menu, item, variant, modifier, recipe, and Ingredient relationships;
- whether Clover item-stock information is relevant to Ingredient inventory;
- recipes, yields, portions, labor, packaging, target margin, and cost policies;
- inventory counts, reconciliations, expiry information, and operational applicability;
- the correctness and appropriateness of Action Cards and Manager Decisions; and
- the lawfulness of the Merchant’s instructions, data, and use of the Service.
The Merchant must not rely on an unreviewed mapping, estimate, stale source, or incomplete analysis as confirmed business truth.
6. Action Cards, Manager Decisions, and No External Execution
Dynamic.ly may prepare, explain, simulate, prioritize, and record suggested actions. A Merchant user with appropriate Dynamic.ly authority may approve, edit, reject, or ignore an Action Card. Those controls record an internal “Manager Decision.”
A Manager Decision does not itself change Clover. Dynamic.ly does not currently execute Clover menu, price, inventory, availability, order, payment, customer, employee, or other provider changes. If a Merchant chooses to act on an insight, the Merchant remains responsible for separately implementing and validating that action through its own authorized process.
7. Merchant Data, Clover Evidence, and Permitted Processing
“Merchant Data” means data that the Merchant or its authorized systems make available to Dynamic.ly in connection with the Service. “Clover Evidence” means field-filtered information obtained from Clover under the Merchant’s authorization and retained as source evidence, normalized evidence, source references, freshness/coverage metadata, mappings, or security/audit receipts.
As between the parties, each party retains its rights in its pre-existing materials and data. The Merchant grants the App Provider a limited right to host, access, use, reproduce, transform, and disclose Merchant Data only as reasonably necessary to:
- provide and improve the Merchant-specific Service;
- authenticate, secure, troubleshoot, reconcile, and support the integration;
- preserve manager-reviewed mappings, decisions, and audit lineage;
- comply with the Merchant’s instructions and applicable legal obligations; and
- enforce these Terms and protect the Service, the Merchant, and other users.
Dynamic.ly does not sell customer personal data. Dynamic.ly does not use Clover data for global model training or cross-tenant learning. Dynamic.ly does not use one Merchant’s Clover data to create another Merchant’s business truth.
Nothing in these Terms grants Dynamic.ly broader ownership of Clover data or Merchant Data than is necessary to provide the Service.
8. Privacy and Security
The Dynamic.ly Clover Privacy Policy, available after publication at www.dynamicly.app/legal/clover-privacy-policy, describes the current Clover-related data practices and is incorporated into the published Terms.
Current safeguards are designed to include backend-only encrypted Clover credentials, least-privilege permissions, field filtering, access controls, source and tenant scoping, log redaction, and bounded audit records. Access and refresh credentials are designed to be destroyed or made unusable when the Merchant disconnects Dynamic.ly from Clover.
No method of transmission, storage, or processing is completely secure. The App Provider does not warrant absolute security. The Merchant must promptly report suspected unauthorized access, credential compromise, or misuse and reasonably cooperate with incident investigation and remediation.
9. AI and Model Treatment
The currently certified Clover connector processing path is model-off. Clover data is not used for global model training or cross-tenant learning.
Dynamic.ly may use deterministic rules, formulas, mappings, and templates elsewhere in the product. Dynamic.ly may also offer separately disclosed AI-assisted features outside the certified Clover connector path. Any future material model use involving Clover data requires an updated product authorization and updated disclosure before activation.
AI or automated suggestions do not grant authority, mark a fact confirmed, approve a mapping, approve a Manager Decision, or execute an external action.
10. Fees and Commercial Terms
Current Clover Sandbox testing is not a commercial Merchant offer and does not establish final Production pricing. Dynamic.ly is not promised to remain free indefinitely.
Any Production or pilot fees must be disclosed and accepted through an approved written order form, pilot agreement, applicable private-app commercial arrangement, or clearly configured Clover App Market pricing, as applicable. A metered event will not be charged unless the event, price, triggering behavior, and applicable terms are explicitly configured, disclosed, accepted, and technically implemented.
If a Clover listing, order form, or pilot agreement conflicts with these Terms regarding price or billing for a specific Merchant, the more specific accepted commercial document controls for that subject.
11. Clover and Other Third-Party Services
Clover and Fiserv are separate third-party providers. Dynamic.ly may also depend on hosting, database, security, logging, support, communications, and other infrastructure providers identified in the current Dynamic.ly subprocessor disclosure.
Third-party services may be unavailable, delayed, rate-limited, modified, suspended, or discontinued. Provider permissions, API versions, merchant plans, source quality, and account status may affect the Service. The App Provider does not control Clover and does not guarantee uninterrupted, complete, or error-free provider access.
12. Intellectual Property
The App Provider and its licensors retain all rights in Dynamic.ly, including its software, documentation, interfaces, methods, templates, analyses, and improvements, excluding Merchant Data and third-party materials.
The Merchant retains its rights in its business information, recipes, policies, content, and other pre-existing Merchant materials. The Merchant grants only the limited rights needed to provide the Service as described above.
If the Merchant voluntarily provides feedback, the App Provider may use the feedback to improve Dynamic.ly, provided the App Provider does not publicly identify the Merchant or disclose Merchant Confidential Information without authorization.
13. Confidentiality
Each party may receive non-public information that a reasonable person would understand to be confidential (“Confidential Information”). The receiving party will use Confidential Information only to perform or exercise rights under the applicable relationship and will protect it using reasonable care.
Confidential Information does not include information that the receiving party can demonstrate is lawfully public, already known without restriction, independently developed without use of the other party’s Confidential Information, or lawfully received from another source without a confidentiality duty.
A party may disclose Confidential Information to personnel, contractors, subprocessors, advisers, or authorities that have a legitimate need to know and are subject to appropriate obligations, or when legally required. Where legally permitted, the receiving party will provide reasonable notice of compelled disclosure.
14. Suspension, Disconnect, Termination, and Offboarding
The Merchant may revoke or disconnect Clover access. New Clover collection will stop promptly after Dynamic.ly processes the disconnect or revocation, and Clover credentials will be destroyed or made unusable in accordance with the current technical process.
The App Provider may suspend access when reasonably necessary to address security risk, misuse, unauthorized access, legal requirements, provider restrictions, nonpayment under an applicable commercial agreement, or material breach. Where practical, the App Provider will provide notice and an opportunity to cure.
After disconnect, normalized operational Clover Evidence may be retained for a 30-day offboarding or reconnection window. After that window, it will be deleted or irreversibly de-identified unless a written Merchant agreement, legal obligation, dispute hold, or Merchant instruction authorizes or requires longer retention. The minimum audit record needed to demonstrate authorization, mappings, decisions, disconnect, security, deletion, or dispute history may be retained for the applicable contractual, legal, security, or dispute-defense period.
15. Data Deletion, De-identification, Export, and Audit Records
The Merchant may submit an authorized request for access, correction, export, or deletion through the contact methods below. The App Provider may verify the requester’s authority before acting.
Clover disconnect, Dynamic.ly account closure, pilot offboarding, and legal deletion are distinct actions. Disconnecting Clover stops future Clover collection but does not necessarily delete the Merchant’s Dynamic.ly account, manager-approved mappings, or records that must be retained under the approved policy.
The App Provider does not promise immediate deletion from every backup or disaster-recovery copy. Any retained backup copy will remain protected and will not be restored for ordinary use after the applicable deletion process, except where needed for recovery, security, legal compliance, or dispute handling.
16. Disclaimers
To the maximum extent permitted by law, the Service is provided “as is” and “as available.” The App Provider disclaims warranties that are not expressly stated in an accepted written agreement, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
Dynamic.ly relies on Merchant-provided and third-party source data that may be incomplete, stale, incorrect, delayed, or unavailable. The App Provider does not warrant that any Action Card, estimate, mapping, forecast, explanation, or suggested action will be complete, appropriate, or produce a particular result.
Dynamic.ly does not provide legal, accounting, tax, medical, food-safety, regulatory, or professional compliance advice. The Merchant remains responsible for its operations, pricing, purchasing, staffing, menu, inventory, food safety, regulatory obligations, and business decisions.
No savings, margin improvement, revenue increase, sales increase, demand lift, waste reduction, causal effect, or other outcome is guaranteed.
17. Limitation of Liability
To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost goodwill, or loss of data, arising out of or related to the Service or these Terms, even if advised that those damages were possible.
This exclusion does not apply to liability that cannot legally be excluded or to fraud, willful misconduct, or a party’s breach of its confidentiality obligations.
18. Responsibility for Third-Party Claims
Each party is responsible for third-party claims to the extent caused by that party’s breach of an accepted agreement, negligence, willful misconduct, unlawful conduct, infringement, or unauthorized use of the other party’s systems or data. Any detailed defense-control, notice, cooperation, settlement, or indemnity procedure may be established in an applicable order form or written Merchant agreement.
19. Governing Law and Disputes
These Terms are governed by the laws of the State of New York, without regard to conflict-of-laws rules. The state and federal courts located in the State of New York will have exclusive jurisdiction over disputes arising from or relating to these Terms or the Service, and each party consents to that jurisdiction and venue.
These Terms do not include an arbitration agreement, class-action waiver, or jury-trial waiver.
20. Changes and Notices
The App Provider may update the published Terms to reflect product, provider, security, legal, or operational changes. Material changes will be identified through a reasonable notice method appropriate to the Merchant relationship. The updated Terms will state their effective date.
Formal notices to the App Provider may be sent to:
Nomos Apex AI LLC
10 Ridgecrest N
Scarsdale, NY 10583
United States
Email notices concerning support may be sent to support@dynamicly.app. Privacy and data-rights notices may be sent to privacy@dynamicly.app. Those mailboxes must be created, controlled, and verified before public publication.
21. Assignment, Severability, Waiver, and Entire Agreement
Neither party may assign an accepted Merchant agreement in violation of applicable law or an applicable order form. The App Provider may assign its rights and obligations in connection with a merger, reorganization, financing, sale of assets, or change of control, subject to applicable law and the continuing protection of Merchant Data.
If a provision is unenforceable, it will be modified to the minimum extent necessary or severed, and the remaining provisions will remain effective. A waiver must be express and does not waive a later breach.
The published Terms, Dynamic.ly Clover Privacy Policy, and any accepted order form or pilot agreement form the agreement concerning the applicable Clover Service and supersede prior discussions about that subject.
22. Contact
App Provider: Nomos Apex AI LLC
Product: Dynamic.ly
Public legal notice address: 10 Ridgecrest N, Scarsdale, NY 10583, United States
Support email: support@dynamicly.app — pending creation and verification before publication
Privacy email: privacy@dynamicly.app — pending creation and verification before publication
Support website: www.dynamicly.app/support
Canonical legal host: www.dynamicly.app
Founder decision status: Founder-approved as an internal drafting basis.
Counsel-review status: NOT_REVIEWED.
Publication status: Not approved or effective until the exact publication candidate is reviewed, previewed, approved, and publicly deployed under the gated H5 process.