Ocuco End-User License Agreement OcuPay
This End-User License Agreement (Agreement) is between the business or individual accepting this Agreement (this business or individual being you/Merchant) and Ocuco (Developer/App Provider). This Agreement is solely between you and Ocuco, and governs your use of Ocuco’s software application, OcuPay, and the corresponding services it provides (together, along with the associated documentation, proprietary, or intellectual property: OcuPay). Review this Agreement completely.
You agree to be bound by the terms of this Agreement when you click “Accept” or otherwise download, install, copy, or use OcuPay, and must accept this Agreement before doing so. If you do not agree to the terms of this Agreement, you must click “Decline” and must not download, install, copy, or use OcuPay.
1. OcuPay
1.1 Functionality
OcucoPay provides a secure, real-time integration between Acuitas, Ocuco’s Practice Management System (PMS) and Clover’s in-store payment solution. The integration allows payments to be initiated directly from the PMS, with transaction processing handled by the Clover platform and results returned automatically to Acuitas.
OcucoPay supports several payment operations like Sales and Refunds.
This integration ensures a consistent, reliable, and efficient payment experience for store staff while maintaining alignment between sales, payments, and financial records within the PMS.
1.2 License Grant
Ocuco grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Term (defined below) of this Agreement to use OcuPay solely for your internal business purposes.
You will not otherwise distribute, lease, rent, host, sublicense, transfer, sell, export, modify, reverse engineer, decompile, copy, benchmark, create derivative works from, or attempt to derive the source code for OcuPay.
This license does not grant you any rights to Ocuco’s (or any other third party’s) trademarks, service marks, logos, trade dress, proprietary, or other intellectual property unless provided with OcuPay.
Ocuco reserves to itself (or applicable third parties) all right, title, interest, and license (express or implied) to OcuPay that are not specifically granted to you under this Agreement. You will preserve and display any proprietary notices, markings, or branding associated with use of OcuPay.
1.3 Updates and Maintenance
OcuPay may update automatically from time-to-time, and you may be required to accept these updates to continue using OcuPay.
Ocuco may perform maintenance on OcuPay, which may result in service interruptions or delays from time to time. Ocuco may not support older versions of OcuPay.
You are solely responsible for obtaining all equipment and services (for example, Internet connectivity) necessary to access and use OcuPay.
2. Fees
You will pay Ocuco a monthly fee for your use of OcuPay, which will be automatically collected through the payment method you select during set-up for OcuPay.
You are responsible for payment of all sales, use, excise, value-added, or similar taxes (excluding taxes based on Ocuco’s income) imposed by any federal, state, local, or national tax authority.
You must notify Ocuco of any billing errors within 120 days from when an error appears on your invoice, after which you release Ocuco from all liability for Losses (defined below) resulting from these errors.
3. Term
This Agreement commences when you accept or otherwise download, install, copy, or use OcuPay; and will continue month-to-month until terminated (this period of time is the Agreement’s Term).
4. Suspension and Termination
4.1 Termination by Ocuco
Ocuco may promptly suspend or terminate your use of OcuPay if:
(1) you violate this Agreement’s terms;
(2) Ocuco believes your use of OcuPay may damage its reputation or intellectual property rights;
(3) Ocuco suspends or terminates its agreement(s) with any third party involved in providing OcuPay;
(4) you exceed normal and reasonable usage for OcuPay;
(5) you experience a bankruptcy or insolvency event; or
(6) you are using OcuPay for any fraudulent, illegal, or unauthorized purpose, or engage in willful misconduct with respect to use of OcuPay.
4.2 Termination by You
You may terminate this Agreement at any time and for any reason (without cause) by providing notice to Ocuco.
Your termination will be effective at the end of the then current month or billing period in which you give notice.
You will not receive a refund for the billing period in which you terminate this Agreement.
5. Confidentiality, Data, and Ideas
5.1 Confidential Information
Neither of us will disclose non-public information about the other’s business; including, without limitation, the terms of this Agreement, technical specifications (whether related to OcuPay or otherwise), customer lists, or information relating to a party’s operational, strategic, or financial matters (together, Confidential Information).
Confidential Information does not include information that:
(1) is or subsequently becomes publicly available (through no fault of the recipient);
(2) the recipient lawfully possesses before its disclosure;
(3) is independently developed without reliance on the discloser’s Confidential Information; or
(4) is received from a third party that is not obligated to keep it confidential.
Each of us will implement and maintain reasonable safeguards to protect the other’s Confidential Information.
5.2 Permitted Disclosures
Neither of us may disclose the other’s Confidential Information except:
(1) to our respective directors, officers, employees, or representatives that need to know it in order to perform our obligations under this Agreement;
(2) in response to a subpoena or court order; or
(3) as required by applicable law, rule, or regulation.
5.3 Data Use
Ocuco may use data or information obtained through OcuPay to provide its services, for research and development, or in aggregated and anonymized form to provide services generally; all subject to applicable Laws (defined below).
Information Ocuco collects about you or your consumers is subject to Ocuco’s privacy policy, which is accessible at https://www.ocuco.com/privacy-policy/
5.4 Ideas
You may provide, or Ocuco may invite you to provide, comments or ideas about OcuPay (including, without limitation, improvements to it) (together, Ideas). By submitting any Ideas, you agree that:
(1) they are not Confidential Information;
(2) they are not subject to any use or disclosure restrictions (express or implied);
(3) you claim no rights in them; and
(4) Ocuco has no obligation to notify or compensate you in connection with their disclosure or use.
You release Ocuco from all liability or obligations that may arise from the receipt, review, disclosure, or use of any Idea that you submit.
6. Account
You will be required to register for an account with Ocuco to use OcuPay. You will provide Ocuco with accurate information when setting up your account, and will maintain your account with current information.
You will be responsible for establishing safeguards designed to prevent unauthorized access to, disclosure, use, or alteration of your account (safeguards may include, without limitation, user names, passwords, security questions and answers, or other credentials).
You must notify Ocuco if you discover a security breach involving your account or OcuPay.
You are responsible for any unauthorized access to, disclosure, use, or alteration of your account, OcuPay, or other transaction information that arises through your systems or account.
It is your responsibility to back up and maintain the accuracy and completeness of any content created, derived from, stored, or accessed through your account or your use of OcuPay (content may include, without limitation, transaction information, text, images, graphics, or photos).
7. Risk Allocation
7.1 Disclaimer of Warranties
OcuPay is provided to you “as-is” and “as-available.” You are solely responsible for determining if OcuPay meets your needs.
Ocuco disclaims all warranties (express or implied) related to your account or OcuPay; including, without limitation, warranties of security, merchantability, fitness for a particular purpose, non-infringement, accuracy, and uninterrupted or error-free operation.
Ocuco is not responsible for any disclosures, modifications, deletions, or other errors that arise in connection with your use of OcuPay due to its interaction with other applications or their content.
7.2 Indemnification
You will indemnify Ocuco, its directors, officers, employees, agents, subsidiaries, and affiliates against any third-party claims for losses, damages, costs, or expenses (including reasonable attorneys’ fees) (together, Losses) that result from your use or misuse of OcuPay, or your breach of this Agreement.
Ocuco may assume the defense of any third-party claims that you must indemnify it for (at your expense), and you will cooperate with the defense of these claims.
You will not settle any third-party claims involving more than the payment of money without Ocuco’s written consent.
7.3 Limitation of Liability
To the extent permitted by applicable law, Ocuco will not be liable to you for any lost profits, revenues, or business opportunities, nor any exemplary, punitive, special, indirect, incidental, or consequential damages; regardless of whether these damages were foreseeable or either of us was advised they were possible.
7.4 Liability Cap
Ocuco’s total, aggregate liability to you for all Losses arising from any cause (regardless of the form of action or legal theory) in connection with this Agreement will not exceed the amount of fees you’ve paid to Ocuco during the 3 months prior to a Loss.
8. Communications
You authorize Ocuco to communicate with you electronically or otherwise using the contact information you provide to it (e.g., without limitation, via your account, the Internet, email, text, or live agent or automated calls to your mobile or other phone, even if these numbers appear on a Do Not Call or other non-solicitation registry).
You are responsible for any fees charged by your communications provider for phone, text, or email communications that Ocuco sends to you.
9. Compliance with Privacy Laws
Ocuco makes the following additional commitments, representations, and warranties to you, Merchant:
9.1 Processing Merchant Data
Ocuco will only process Merchant Data and Personal Information on behalf of, and as Service Provider of, the Merchant, and not collect, retain, use, or disclose that data for any purpose other than to perform Ocuco’s obligations under this Agreement, as permitted under CCPA and other applicable privacy and data protection laws (collectively, “Privacy Laws”).
In no event will Ocuco “sell” (as defined by Privacy Laws) any such personal information.
9.2 Commercial Use Restrictions
Ocuco will not collect, use, retain, disclose, sell, or otherwise make Merchant Data or Personal Information available for Ocuco’s own commercial purposes or in a way that does not comply with the CCPA or other Privacy Laws.
9.3 Data Minimization
Ocuco will limit personal information collection, use, retention, and disclosure to activities reasonably necessary and proportionate to provide the Services set forth in the Agreement or another compatible operational purpose.
10. Data Subject Rights – Assistance with Requests
10.1 Cooperation with Merchant
Ocuco will reasonably cooperate and assist Merchant with meeting Merchant’s CCPA and Privacy Law compliance obligations and respond to CCPA-related inquiries, including responding to verifiable consumer requests, taking into account the nature of Ocuco’s processing and the information available to Ocuco.
Ocuco will make available to Merchant, in a manner consistent with the functionality of OcuPay and Ocuco’s role as a Service Provider of Personal Information of data subjects, the ability to fulfill data subject requests to exercise their rights under Privacy Laws.
10.2 Handling Data Subject Requests
If Ocuco receives a request from Merchant’s data subject to exercise one or more of its rights under Privacy Laws in connection with OcuPay, Ocuco will redirect the data subject to make its request directly to Merchant.
Merchant will be responsible for responding to any such request including, where possible, by using the functionality of OcuPay.
Ocuco shall comply with reasonable requests by Merchant to assist with Merchant’s response to such a data subject request.
10.3 Notification of Complaints
Ocuco must notify the Merchant immediately if it receives any complaint, notice, or communication that directly or indirectly relates to either party’s compliance with Privacy Laws relating to provisioning of OcuPay.
11. General
11.1 Authority
You represent and warrant that you have authority to enter into this Agreement, creating performance obligations that are legally enforceable against you.
11.2 Modifications
Ocuco may modify this Agreement from time-to-time and will provide you with notice when these modifications occur (notification may be through OcuPay, email, a website, changes to the date shown at the top of this Agreement, or other electronic means).
Your continued use of OcuPay indicates your acceptance of any modifications to this Agreement.
You must stop using and uninstall OcuPay if you do not agree to any modifications that are made to this Agreement.
11.3 Compliance with Laws
Each of us will comply with the laws, rules, and regulations (together, Laws) that apply to our respective performance under this Agreement; including, without limitation, laws related to the collection and use of consumer information obtained via OcuPay.
You will follow the requirements of all user documentation provided for OcuPay.
You will not use OcuPay to access, store, or transmit materials that are tortious, libelous, or offensive; contain malicious code, viruses, time bombs, Trojan horses, bots, scripts, or other programs; or infringe third parties’ intellectual property rights.
11.4 Governing Law and Venue
This Agreement and any disputes arising out of or in connection with it will be governed by the laws applicable to your region, as follows:
United States: This Agreement is governed by the laws of the State of New York, without regard to its conflicts or choice of law statutes. The courts in or for Suffolk County, New York are the proper venue for any proceedings in connection with this Agreement. Both of us waive our rights to a trial by jury in connection with this Agreement.
European Union / European Economic Area: This Agreement is governed by the laws of Ireland. The courts of Dublin, Ireland shall have exclusive jurisdiction over any disputes arising in connection with this Agreement.
United Kingdom: This Agreement is governed by the laws of Ireland. The courts of Dublin, Ireland shall have exclusive jurisdiction over any disputes arising in connection with this Agreement.
All Other Jurisdictions: This Agreement is governed by the laws of Ireland. The courts of Dublin, Ireland shall have exclusive jurisdiction over any disputes arising in connection with this Agreement.
11.5 Entire Agreement
This is the entire agreement between us, and supersedes any prior agreements related to its subject matter.
Any sections or terms of this Agreement that are, or become, invalid or unenforceable will be severed; and the remaining terms will continue in effect.
Ocuco is not waiving any of its rights under this Agreement if it delays their exercise or fails to exercise them.
We are independent contractors. This Agreement does not create an agency, partnership, or joint venture of any kind.
11.6 Assignment
You may not assign this Agreement without Ocuco’s written consent, which assignment is voidable by Ocuco.
Ocuco may assign this Agreement without notice to you or your consent.
11.7 Contact Information
You may contact Ocuco at:
Ocuco Limited. The Nexus Building, Blanchardstown Corporate Park, Cruiserath Road, Blanchardstown – Dublin – D15 N5DX – Ireland
Phone Europe: +353 818 927093
Ocuco Inc. Ocuco Inc. 1901 Ulmerton Rd, Suite 625. Clearwater, FL 33762 USA
Phone US-Canada : 1-800-987-0543
Email: info@ocuco.com
12. Data Protection (GDPR and Global)
12.0 Data Protection Officer
Ocuco has appointed a Data Protection Officer (DPO) in accordance with Article 37 of the GDPR. The DPO can be contacted as follows:
Name: Stephen van Beek
Role: Data Protection Officer
Email: dataprotection@ocuco.com
As Ocuco is headquartered in Ireland and is therefore established within the EU, no separate EU Representative under Article 27 GDPR is required.
12.1 Definitions
For the purposes of this Section 12, the following definitions apply:
“Controller” means the entity that determines the purposes and means of processing Personal Data.
“Processor” means the entity that processes Personal Data on behalf of the Controller.
“Personal Data” means any information relating to an identified or identifiable natural person.
“Processing” means any operation performed on Personal Data, including collection, storage, use, disclosure, or deletion.
“Supervisory Authority” means the relevant data protection authority in your jurisdiction, including (without limitation) the Data Protection Commission (Ireland), the Information Commissioner’s Office (UK), or applicable US state regulators.
12.2 Roles of the Parties
The parties acknowledge that, in connection with OcuPay, Merchant acts as the Controller of Personal Data and Ocuco acts as the Processor of that Personal Data on Merchant’s behalf.
Ocuco will only process Personal Data on documented instructions from Merchant, including as set out in this Agreement, unless required to do so by applicable law.
12.3 Lawful Basis for Processing
Merchant is responsible for ensuring that there is a valid lawful basis for the processing of Personal Data under applicable law, including obtaining any necessary consents from data subjects.
Ocuco will process Personal Data only to the extent necessary to perform its obligations under this Agreement.
12.4 Data Subject Rights
Ocuco will assist Merchant in fulfilling its obligations to respond to data subject requests to exercise their rights under applicable law, including rights of access, rectification, erasure, restriction of processing, data portability, and objection.
If Ocuco receives a data subject request directly, it will promptly redirect that request to Merchant and will not respond to the data subject directly without Merchant’s prior written consent.
12.5 Sub-processors
Merchant provides general written authorisation for Ocuco to engage sub-processors in connection with OcuPay. Ocuco will maintain and make available to Merchant an up-to-date list of sub-processors upon request.
Ocuco will impose data protection obligations on sub-processors equivalent to those set out in this Agreement.
Ocuco will notify Merchant of any intended changes to sub-processors, giving Merchant a reasonable opportunity to object. If Merchant objects on reasonable data protection grounds, the parties will work in good faith to resolve the objection.
12.6 Security
Ocuco will implement and maintain appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing, accidental loss, destruction, or damage.
Ocuco will ensure that personnel authorised to process Personal Data are subject to appropriate confidentiality obligations.
12.7 Data Breach Notification
Ocuco will notify Merchant without undue delay, and in any event within 48 hours, upon becoming aware of a Personal Data breach affecting Merchant’s data.
Such notification will include, to the extent available: the nature of the breach; the categories and approximate number of data subjects and records affected; the likely consequences; and the measures taken or proposed to address the breach.
Merchant is responsible for any notifications to Supervisory Authorities or data subjects required under applicable law (e.g., within 72 hours under GDPR).
12.8 International Data Transfers
Ocuco will not transfer Personal Data outside the European Economic Area, the United Kingdom, or other applicable restricted territories without ensuring that an appropriate transfer mechanism is in place, including (without limitation) Standard Contractual Clauses approved by the European Commission or the UK ICO, or another recognised adequacy mechanism.
Upon Merchant’s request, Ocuco will provide reasonable assistance and documentation to support Merchant’s compliance with international transfer requirements.
12.9 Data Retention and Deletion
Ocuco will not retain Personal Data for longer than is necessary to fulfil the purposes for which it was collected, or as required by applicable law.
Upon termination of this Agreement, Ocuco will, at Merchant’s election, securely delete or return all Personal Data processed on Merchant’s behalf, unless applicable law requires continued retention.
12.10 Audit Rights
Ocuco will make available to Merchant all information reasonably necessary to demonstrate compliance with this Section 12, and will allow for and contribute to audits conducted by Merchant or a third-party auditor appointed by Merchant, subject to reasonable notice and confidentiality obligations.
Merchant agrees to exercise any audit rights no more than once per calendar year unless a Personal Data breach has occurred.
12.11 UK-Specific Provisions
For Merchants located in the United Kingdom, references to GDPR in this Agreement shall be read as references to UK GDPR as defined in the UK Data Protection Act 2018. The relevant Supervisory Authority is the Information Commissioner’s Office (ICO).
International transfers of Personal Data from the UK will be governed by transfer mechanisms approved under UK law, including the UK International Data Transfer Agreement (IDTA) where applicable.
12.12 Canadian Merchants (PIPEDA)
For Merchants located in Canada, Ocuco will comply with the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial privacy laws.
Ocuco will only collect, use, and disclose Personal Data with Merchant’s knowledge and consent, and only for purposes that a reasonable person would consider appropriate in the circumstances.
12.13 Australian Merchants (Privacy Act)
For Merchants located in Australia, Ocuco will comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles (APPs).
Before disclosing Personal Data to overseas recipients, Ocuco will take reasonable steps to ensure that the recipient does not breach the APPs in