Next Rev Terms of Service

Last Updated: December 22, 2024

1. Acceptance of Terms

By accessing or using any Next Rev product or service, including Member Link, you ("Merchant", "you", or "your") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not use our services.

These Terms incorporate by reference our Privacy Policy, available at https://nxtrev.com/privacy.html, which describes how we collect, use, and protect your data.

2. Services Description

2.1 Member Link Overview

Member Link is a membership management solution that integrates with Clover POS systems. The service consists of two components:

Member Link Web Dashboard (memberlink.club)

• Web-based interface for managing member records
• Create, edit, and delete member profiles
• Track membership status, expiration dates, and renewal history
• Synchronize member data with your Clover customer database
• Create and manage membership packages and pricing
• View member activity and order history

Member Link Android App (Clover POS)

• Barcode scanning for quick member lookup at checkout
• Assign members to Clover orders during transactions
• Display membership status and expiration information
• Add membership renewal items to orders
• Real-time synchronization with Member Link backend

3. Data Collection and Consent

3.1 Order Data Collection

Member Link collects and stores ALL order data from your Clover merchant account. This is required for the service to function properly. Order data collection includes:

• All order transactions
• Order details including timestamps, totals, and status
• All line items, quantities, and prices
• Customer assignments on orders
• Payment information associated with orders

Our system regularly polls your Clover account to retrieve order data. This data is used to detect membership renewals, track member activity, and provide reporting features.

3.2 Customer Data Collection

Member Link accesses and synchronizes customer data between your Clover account and our database. This includes reading existing customers, creating new customer records, and updating customer information.

3.3 Inventory Data Collection

Member Link accesses your Clover inventory to retrieve membership package details and may create inventory items for membership packages you define.

3.4 Merchant Data Collection

Member Link collects your merchant name and identification for personalization and security validation purposes.

You must agree to this data collection to be onboarded into Member Link. If you do not consent to this data collection, you may not use Member Link.

4. Clover Integration Requirements

4.1 Clover Account

Member Link requires an active Clover merchant account. You must:

• Maintain an active Clover merchant account in good standing
• Authorize Member Link to access your Clover account via OAuth
• Grant the following Clover API permissions:
  • Customer READ/WRITE: To sync member data with Clover customers
  • Orders READ/WRITE: To read order data and assign customers to orders
  • Inventory READ/WRITE: To access and create membership packages
  • Merchant READ: To retrieve merchant information for security validation

4.2 Clover App Market Terms

Your use of Member Link is also subject to the Clover App Market Developer Terms. As required by Clover:

• App fees and payments must be processed through Clover or Fiserv
• Merchant-customer payment processing must use Clover or Fiserv systems

5. Your Obligations

5.1 General Obligations

As a merchant using Member Link, you agree to:

• Provide accurate and complete information when setting up your account
• Maintain the security and confidentiality of your account credentials
• Use the service only for lawful business purposes
• Comply with all applicable laws and regulations
• Not misuse, abuse, or attempt to circumvent the service
• Notify us immediately of any unauthorized access to your account

5.2 Member Data Obligations

You are responsible for the member data you collect and store in Member Link:

• Obtain all necessary consents from members before collecting their personal information
• Comply with all applicable privacy laws (including GDPR, CCPA, and other data protection regulations)
• Ensure member data is accurate and kept up-to-date
• Use member data only for legitimate membership management purposes
• Have appropriate legal basis for processing member data
• Respond to member requests regarding their personal data

5.3 Prohibited Uses

You may not use Member Link to:

• Collect or store data in violation of privacy laws
• Engage in fraudulent or deceptive practices
• Transmit malware, viruses, or harmful code
• Attempt to gain unauthorized access to our systems
• Interfere with the operation of the service
• Use automated systems to access the service without authorization

6. Intellectual Property

6.1 Next Rev Property

Next Rev retains all rights, title, and interest in and to Member Link, including:

• Software code, architecture, and algorithms
• User interfaces, designs, and visual elements
• Trademarks, logos, and branding (Next Rev, Member Link)
• Documentation, support materials, and training content

6.2 Your Data

You retain ownership of your merchant data and member information. By using Member Link, you grant Next Rev a limited license to:

• Store, process, and transmit your data to provide the services
• Create backups for disaster recovery purposes
• Generate anonymized, aggregated statistics (which cannot identify individual merchants or members)

7. Service Availability

7.1 Availability

We strive to maintain high availability of Member Link services. However, we do not guarantee uninterrupted access and may experience:

• Scheduled maintenance windows (we will provide advance notice when possible)
• Unplanned outages due to technical issues
• Service interruptions caused by third-party services (Clover, Google Cloud)

7.2 Support

Support is available via email at support@nxtrev.com. We will respond to support requests within a reasonable timeframe.

8. Payment Terms

Member Link pricing and billing terms are provided separately at the time of signup. Any applicable fees will be processed through the Clover billing system in accordance with Clover App Market requirements.

9. Limitation of Liability

9.1 Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MEMBER LINK IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9.2 Limitation of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• NEXT REV SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL.
• NEXT REV'S TOTAL LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE AMOUNTS PAID BY YOU TO NEXT REV IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9.3 Exceptions

These limitations do not apply to liability that cannot be excluded or limited under applicable law.

10. Indemnification

You agree to indemnify, defend, and hold harmless Next Rev and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from:

• Your use of Member Link
• Your violation of these Terms
• Your violation of any law or regulation
• Your collection, use, or handling of member data
• Any claim by a third party (including your members) related to your use of the service

11. Termination

11.1 Termination by You

You may terminate your Member Link account at any time by:

• Contacting us at support@nxtrev.com to request account closure
• Disconnecting Member Link from your Clover account

11.2 Termination by Next Rev

We may suspend or terminate your access to Member Link if:

• You violate these Terms
• You fail to pay applicable fees
• Your Clover merchant account is terminated or suspended
• We are required to do so by law
• We discontinue the service (with 30 days advance notice)

11.3 Effect of Termination

Upon termination:

• Your access to Member Link will cease immediately
• We will retain your data for 90 days to allow for data export requests
• After 90 days, your data will be permanently deleted (unless retention is required by law)
• Customer records synchronized to Clover will remain in your Clover account

11.4 Data Export

You may request an export of your member data before or within 90 days after termination by contacting support@nxtrev.com.

12. Changes to Terms

We may modify these Terms at any time. We will notify you of material changes by:

• Posting updated Terms on this page with a new "Last Updated" date
• Sending email notification to your account email for material changes
• Displaying a notice in the Member Link dashboard

Your continued use of Member Link after changes constitutes acceptance of the modified Terms. If you do not agree to the changes, you must stop using the service.

13. Governing Law and Disputes

13.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

13.2 Dispute Resolution

Any dispute arising from or relating to these Terms or the services shall be resolved as follows:

• Informal Resolution: You agree to first attempt to resolve any dispute informally by contacting us at support@nxtrev.com.
• Jurisdiction: If informal resolution fails, any legal action shall be brought exclusively in the state or federal courts located in Delaware.

13.3 Class Action Waiver

YOU AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION.

14. General Provisions

Entire Agreement: These Terms, together with the Privacy Policy, constitute the entire agreement between you and Next Rev regarding Member Link.

Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.

No Waiver: Our failure to enforce any provision of these Terms does not constitute a waiver of that provision or any other provision.

Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign these Terms to any successor or affiliate without restriction.

Notices: We may send notices to the email address associated with your account. You may send notices to support@nxtrev.com.

15. Contact Information

For questions about these Terms, contact us:

Next Rev Distribution, Inc.
Email: support@nxtrev.com
Website: https://nxtrev.com