These Merchant Terms of Service (the "Terms") are an agreement between Optima BuildSolutions LLC ("TipShare," "we," "us") and the business that installs or uses the TipShare by Ponchi application (the "App") from the Clover App Market (the "Merchant," "you"). By installing or using the App you agree to these Terms on behalf of the Merchant and represent that you have authority to do so.
The App calculates tip distributions. It reads sales, tips, and gratuity data from your Clover account, combines it with employee hours (from Clover, from Ponchi, or from files you upload), applies the tip-distribution rules you configure and approve, and produces reports and payroll-ready figures.
The App does not:
You represent that you are authorized to grant us access to your Clover data and to provide employee information (names, hours, sales, tips) for processing, and that you have provided any notices to employees required by applicable law. We process that information on your behalf as described in our Privacy Policy, which is incorporated into these Terms.
You are responsible for the accuracy of the data you provide or correct in the App (including manually entered hours, gratuities, bonuses, and role assignments) and for reviewing calculations before using them for payroll. If you enable the employee tip-view feature, you are responsible for deciding that such disclosure is appropriate for your business.
The optional AI-assisted setup translates your plain-language description of your tipping practices into a proposed rules configuration. Every AI-proposed configuration is presented to you for review — including a preview of how it would have distributed a sample week — and takes effect only after you approve it. All calculations are then performed by deterministic software. AI-generated content may contain errors; you must review proposed rules before approving them. The AI feature will not advise on the legality of any practice.
The App is offered by subscription through the Clover App Market at the price shown on our App Market listing. Clover (Fiserv) manages billing and collects payment through your Clover account under Clover's own terms. Any free-trial period, if offered, converts to a paid subscription unless you uninstall the App before the trial ends. Fees are non-refundable except where required by law or by Clover App Market policy. We may change pricing prospectively with notice through the App Market.
Ponchi workforce services, if you subscribe to them, are separate products billed under their own terms.
As between you and us, you own the business data processed through the App. You grant us a license to host and process it solely to provide the service, as described in the Privacy Policy. You may export your reports at any time. For 30 days after uninstalling, you may request an export of your tip-calculation history at contact@ponchi.app; after that we delete data on the schedule described in the Privacy Policy.
We may use aggregated, de-identified usage data (which does not identify you, any employee, or any customer) to operate and improve the service.
You will not: use the App for any unlawful purpose (including to implement a tip arrangement you know to be unlawful); attempt to access another merchant's data; reverse engineer, resell, or copy the App; interfere with the service's operation; or use the App to process data of a business that has not agreed to these Terms.
We own the App, including its software, calculation engine, design, and documentation. These Terms grant you a limited, non-exclusive, non-transferable right to use the App for your own business operations while subscribed. Feedback you give us may be used without obligation to you.
The App depends on the Clover platform and its APIs, and optionally on Ponchi and on our AI subprocessor. We are not responsible for outages, data errors, or changes originating in third-party services, though we will make reasonable efforts to work around them. Your use of Clover remains governed by your agreements with Clover/Fiserv.
THE APP IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE APP WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY CALCULATION COMPLIES WITH LAWS APPLICABLE TO YOUR BUSINESS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) WE WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, OR EMPLOYMENT-RELATED CLAIMS BY YOUR EMPLOYEES ARISING FROM YOUR TIP PRACTICES; AND (B) OUR TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID FOR THE APP IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
You will defend and indemnify us against third-party claims (including claims by your employees or by regulators) arising from your tip-distribution practices, your violation of applicable law, the data or instructions you provide, or your breach of these Terms.
You may stop using the App at any time by uninstalling it from the Clover App Market. We may suspend or terminate access for non-payment, for breach of these Terms, or if required by Clover or by law; where practical we will give notice and an opportunity to cure. Sections 5 and 7–13 survive termination.
These Terms are governed by the laws of the State of Texas, without regard to conflicts of law. Disputes will be resolved in the state or federal courts located in Harris County, Texas, and the parties consent to their jurisdiction. If any provision is unenforceable, the rest remain in effect. These Terms plus the Privacy Policy are the entire agreement regarding the App. We may update these Terms prospectively; material changes will be notified through the App or the App Market listing, and continued use after the effective date constitutes acceptance.
Optima BuildSolutions LLC · 18419 W Willow Oak Bend Dr, Cypress, TX 77433 · contact@ponchi.app · https://zet8.com
TipShare by Ponchi is operated by Optima BuildSolutions LLC · Cypress, Texas · contact@ponchi.app · Privacy Policy · Merchant Terms