Terms of Service

Last updated February 8, 2023

01. Services
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‍1.1. Software
Shopistry licenses its cloud-based platform and provides related services pursuant to these terms of service("Agreement"). This Agreement is a legal contract between you (if you use Company Software and Services in your capacity as an individual) or the legal entity you represent (e.g., your employer) (“Customer” or  ”You”) and Shopistry. Read the terms of this Agreement carefully. By using any of the Company Software, Customer agrees to be bound by this Agreement. If you do not agree to the terms of this Agreement, donot use any of the Company Software.  Shopistry shall have the right from time to time during the Term to make updates to the Services, including by modifying or removing one or more of the features listed above. Any such updates shall be of general applicability to Shopistry customers. If Shopistry removes or makes a material change to the features listed above, Shopistry will notify Customer. Such notice may be provided via email or by posting notice in the administrative console for the Store(s).

‍1.2. Additional Services
‍Shopistry will provide Customer with software development, design, and other technology services if required to deliver on Customer’s custom needs. Such Services are governed by the Shopistry Statements of Work or Master Services Agreement. 

02. Scope, Additional Terms & Privacy

‍2.1 Scope of Services
‍(a) This Agreement incorporates the Shopistry Terms of Service, located at shopistry.com/terms (“Shopistry Terms of Service”), the Shopistry Privacy Policy, located at shopistry.com/privacy at (“Shopistry Privacy Policy”), which apply to the Services and are made part of the Agreement. If there is a conflict or inconsistency between the terms of the Shopistry Agreement and either of the Shopistry Terms of Service or the Shopistry Privacy Policy, then the terms of the Shopistry Agreement shall prevail to the extent of any such conflict or inconsistency. If there is a conflict or inconsistency between the terms of the Shopistry Agreement and the Shopistry Privacy Policy then the Shopistry Privacy Policy shall prevail to the extent of any such conflict or inconsistency. Unless otherwise agreed to by Shopistry in writing, any terms in a purchase order or other communication or document provided by Customer will be null and void.  

(b)Shopistry may from time to time offer additional services, products, applications and tools (“Additional Services”). Additional Services are not within the scope of this Agreement, and are subject to additional fees and additional terms, conditions, and policies that govern their availability and use (“Additional Service Terms”). Customer’s use of and access to any Additional Services is subject to all applicable Additional Service Terms. 

(c) From time to time, Shopistry may in its sole discretion invite Customer to use, on atrial basis, potential new services that are in the final stages of development and not yet available to all Shopistry customers (“Beta Services”). Customer may accept or decline to participate in the trial use of any Beta Services at its sole discretion. If Customer accepts to use any Beta Services, any terms and conditions applicable to such use will be set out in an appendix to the Agreement. If there is a conflict or inconsistency between the terms of the Agreement and the terms set out in the appendix, then the terms of the appendix shall prevail to the extent of any such conflict or inconsistency, but only with respect to the Beta Service to which such appendix applies. Beta Services are provided to Customer for evaluation purposes, are not considered “Services”under this Agreement, and are not eligible for any support. Unless earlier discontinued by Shopistry, any Beta Services trial period will expire on the earlier of the date set out in the applicable appendix or the date that aversion of the Beta Services becomes generally available to all Shopistry customers. Shopistry may discontinue any Beta Services at any time in its sole discretion and may never make such services generally available to all Shopistry customers. Shopistry will have no liability for any harm or damage arising out of or in connection with a Beta Service.

03. Customer Obligations

3.1 Use of Service
‍Customer shall access and use the Services solely in accordance with the Agreement, including the Shopistry Terms of Service, Shopistry Privacy Policy, and Shopistry Developer Terms of Service.

‍3.2 Store Terms of Service and PrivacyPolicy
‍(a) Customer will post in a reasonably prominent manner on or in the Store(s), terms of service (“Store Terms”) and a privacy policy (“Store Privacy Policy”) applicable to users of the Store(s). The content of the Store Terms and Store Privacy Policy must be in compliance with applicable laws in Customer’s jurisdiction, and must include notice to users of the Store(s) that information submitted by users to the Store(s) will be transmitted to and shared with third parties that may be located in other countries, in order to provide services to such users, including but not limited to transaction processing and fraud prevention. 

(b) Customer is solely responsible for all of the terms and conditions of the transactions conducted on or through the Store(s), including, without limitation, terms regarding payment, returns, warranties, shipping, handling, transportation, storage, insurance, fees, applicable taxes, title and licenses, all of which must be in accordance with applicable law.

‍3.3 Taxes
‍It is Customer’s responsibility to: (i) determine what, if any, taxesapply to transactions occurring via the Store(s); and (ii) collect, report andremit the correct tax to the appropriate tax authorities. Shopistry is not responsible for determining whether taxes apply to a transaction, or for collecting, reporting, or remitting any taxes arising from any transaction. Shopistry may from time to time make available to Customer certain tax calculation services offered by third party providers. Such tax calculation services are Third PartyServices, as defined in the Shopistry Terms of Service.

3.4 Content Back Up
Customer is solely responsible for maintaining backups of the Materials, including but not limited to customer management, inventory, product listings, sales, order and payment tracking data, financial data, reports and numeric results.

‍3.5 Fees
‍a) Monthly Platform Fee.  In exchange for the rights granted pursuant to this Agreement, Customer shall pay the Platform Fees for each Billing Month during the Initial Term and, subject to Section 3.5(c)below, any Renewal Term. Subject to Minimum Platform Fee (as defined below), “Platform Fee” means an amount that is calculated based on monthly Platform Transactions, plus any Additional Fees.  The minimum monthly Platform Fee will be $350 USD, plus any Additional Fees (“Minimum Platform Fee”).      

(b) Transaction Fees.
Customer pays Transaction Fees to the Third Party Service(s) integrated with the Store(s) to process payments. 

(c) Fee Increases.
For anyRenewal Term, Shopistry may in its sole discretion introduce new fees applicable to the Services, or increase any of the existing Fees, provided that Shopistry gives Customer written notice of any such additional fees or Fee increases at least 60 days prior to the end of the Initial Term, or 15 days prior to the end of the then-current Renewal Term. If Shopistry does not provide notice to Customer pursuant to this Section 3.5(c), then the Fees applicable to the Initial Term or immediately prior Renewal Term, as applicable, will continue to apply to the subsequent Renewal Term. 

(d) Billing Dates. The Fees for each Billing Month will be due and payable on the first day of the subsequent Billing Month (“Billing Date”). All payment notifications and invoices will be sent directly to Customer via email. 

(e) Method of Timing of Payment (i) Authorized Credit Card. In order to access and use the Services, Customer must keep a valid credit card on file with Shopistry (“Authorized Card”). Shopistry will charge the Authorized Card for any one-time, non-recurring charges applicable to the Store(s), and Shopistry will charge applicable Fees to the Authorized Card in accordance with Section 3.5(e)(ii) below. The method of payment may be changed upon the mutual agreement of the parties. (ii) Timing of Payment. Shopistry shall be entitled to charge the Fees to the Authorized Card on each Billing Date for the duration of the Term. 

(f) Applicable Currency. Unless the parties agree otherwise, all Fees and other charges will be calculated in U.S. dollars, and all payments shall be in U.S. dollars (“Applicable Currency”). If any of the Store(s) process transactions in a currency other than the ApplicableCurrency, then for the purposes of calculating Platform Fees and any applicableTransaction Fees, the monetary value in the Applicable Currency of each transaction will be determined using the currency conversion rate in effect at the time that such transaction is processed by the Store. 

(g) Taxes. Customer shall, in addition to the other amounts payable under this Agreement, pay all applicable customs, duties, sales, use, value added or other taxes, federal, state, provincial or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement, excluding only taxes based on Shopistry’s net income. Customer agrees to indemnify, defend, and hold Shopistry, its officers, directors, consultants, employees, successors and assigns harmless from all claims and liability arising from Customer’s failure to report or pay any such taxes, duties or assessments. 

(h) Disputed Charges. It is Customer’s responsibility to review all invoices for accuracy. Failure byCustomer to dispute any charge within 30 days of the applicable Billing Date or invoice date, if later, will constitute Customer’s agreement that the invoicedFees and other applicable charges are valid and a waiver of any claims Customer may have had regarding such Fees or charges. 

(i) Unpaid Fees. If Shopistry is not able to process payment of Fees using the Authorized Card, Shopistry will notify Customer. If after such notice to Customer, Shopistry is still notable to process payment of Fees using the Authorized Card, then Shopistry may suspend the Services and revoke Customer ’s access to the administrative console for the Store(s). Access will be reactivated upon payment of any outstanding Fees. During any period of suspension, Customer will not be able to access the administrative console for the Store(s), and the online Store(s)will not be accessible by users. If the outstanding Fees remain unpaid for 30days following the date of suspension, Shopistry reserves the right to terminate this Agreement. Any unpaid Fees (excluding amounts disputed by Customer in reasonable and good faith) will bear interest at the rate of 1.5% per month, or the highest rate permitted by applicable law. Customer shall pay all reasonable expenses (including attorney’s fees and court costs) incurred by Shopistry in collecting unpaid Fees, excluding amounts disputed by Customer in reasonable and good faith.   

‍04. Term and Termination

4.1 Term
‍Unless terminated earlier pursuant to the terms and conditions of this Agreement, this Agreement shall commence on the Live Date and shall remain in force for an initial term of 12 months (the “Initial Term”). The Agreement shall renew for one-month terms (each a “Renewal Term”) beginning on the twelve-month anniversary of the Live Date, unless either party provides the other with notice of its intention not to renew at least 15 days prior to the expiry of the Initial Term or then-current Renewal Term. Either party may terminate the Agreement at any time during any Renewal Term by providing the other party with at least 15 days’ prior written notice. The Initial Term andRenewal Term are collectively referred to as the “Term”.

‍4.2 Termination
‍In addition to Shopistry’s right to terminate the Services pursuant to the Shopisty Terms of Service and the Shopistry Privacy Policy, and the termination rights set out elsewhere in this Agreement, either party may terminate this Agreement upon written notice if the other party: (i) assigns or attempts to assign this Agreement to a third-party in violation of this Agreement; (ii) fails to correct a material breach of its obligations under this Agreement within 30 days after receipt of written notification from the notifying party of such material breach; (iii) ceases to carry on business as a going concern; or (iv)initiates a bankruptcy, reorganization or insolvency proceeding, or has such a proceeding initiated against it, makes an assignment for the benefit of creditors, or consents to the appointment of a trustee.

4.3 Effect of Termination
Upon the expiry of the Agreement, or termination of the Agreement by either party for any reason:(a) Shopistry will cease providing Customer with the Services and Customer will no longer have access to the administrative console for the Store(s) (b) Customer’s online Store(s) will be taken offline. (c) unless otherwise provided in the Agreement or Terms of Service, Customer will not be entitled to any refunds of any prepaid Fees, pro rata or otherwise; (d) any outstanding balance of any Fees or other charges owed by Customer to Shopistry up to the effective date of termination will immediately become due and payable in full; (e) if (i)Shopistry terminates the Agreement pursuant to Section 3.5(i) or Section 4.2during the Initial Term; or (ii) if Customer terminates the Agreement for anyreason other than pursuant to Section 4.2 during the Initial Term, then as a genuine pre-estimate of Shopistry’s damages, and not as a penalty, Shopistry will have the right to charge Customer the remaining Minimum Platform Fees for the Initial Term; and (f) each party will immediately discontinue all use of the other party’sConfidential Information.

05. Intellectual Property
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5.1 Customer Intellectual Property
‍Customer,  or its third party licensors,  retains ownership  over all Materials.  Customer will be solely responsible for the accuracy, adequacy,  quality,  integrity, legality, reliability, and appropriateness of all Materials posted onthe Store(s) or otherwise generated, uploaded, stored, posted, displayed, distributed, transmitted or exhibited in connection with Customer’s use of theServices. For any Materials that Customer generates, uploads, stores, posts, displays, distributes, transmits or exhibits in connection with the Services,Customer grants to Shopistry a worldwide, non-exclusive, royalty-free, transferable and sub-licensable right to review, use, reproduce, modify, adapt, translate, publish, duplicate, create derivative works of, store, transmit, distribute, publicly perform and display any or all of such Materials in any form, media or technology whether known or not currently known, in any manner,solely in order to provide the Services and for no other purpose unlessCustomer provides prior consent. Customer represents and warrants that it hasall the rights, power and authority necessary to grant the above license.

‍5.2 Intellectual Property
‍Customer acknowledges and agrees that: (i) the Services and any applicableBeta Services, including without limitation any associated software, documentation, applications, websites, tools and products (including any storefront design templates found in Shopisty’s Content Management System), and any modifications, enhancements and updates thereto, and all intellectual property rights therein (collectively, “Shopistry IP”) are exclusively owned by Shopistry and/or our third party providers; (ii) the  Shopistry IP contains valuable copyrighted material and is protected by Canadian, U.S. and international copyright and other intellectual property laws; (iii) subject toCustomer’s compliance with the Agreement, Shopistry grants Customer a limited, non-exclusive, revocable, non-sublicensable, non-transferable license to access and use the Shopistry IP, solely for the purposes of using the Services in compliance with the Agreement; and (iv) Customer has no rights in the Shopistry IP, other than the rights and licenses granted herein.

‍5.3 Names and Trademarks
‍The trade names, trademarks, service marks, trade dress and logos(collectively “Marks”) of each party, its parent or affiliates are the exclusive property of such party and, except as otherwise provided in theAgreement, the other party shall not use such Marks or any abbreviation oradaptation thereof for any purposes without the prior written consent of the party who owns such Marks. Notwithstanding the foregoing or Section 5.1,Customer hereby grants Shopistry a non-exclusive right and license to useCustomer’s Marks to promote the Services, which includes the right to publicly identify the Customer as a Customer of Shopistry. Each party acknowledges thatall use of the other party’s Marks shall inure to the benefit of and be on behalf of the party owning such Marks. 

‍06. Representations & Warranties

6.1 Shopistry Warranties
‍SHOPISTRY REPRESENTS AND WARRANTS TO CUSTOMER THAT (a) DURING THE TERM ITWILL PROVIDE THE SERVICES IN A MANNER CONSISTENT WITH THIS AGREEMENT; (b) ITHAS THE LEGAL POWER TO ENTER INTO AND PERFORM ITS OBLIGATIONS AND GRANT THE RIGHTS TO CUSTOMER SET OUT IN THIS AGREEMENT; AND (c) THE PERSON SIGNING THIS AGREEMENT ON SHOPISTRY'S BEHALF HAS BEEN DULY AUTHORIZED TO DO SO.

6.1 Customer Warranties and Covenants‍

CUSTOMER REPRESENTS, WARRANTS, AND COVENANTS THAT: (a)CUSTOMER HAS THE LEGAL POWER TO ENTER INTO AND PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT AND THE PERSON SIGNING THIS AGREEMENT ON CUSTOMER’S BEHALF HAS BEEN DULY AUTHORIZED TO DO SO. (b) AS BETWEEN CUSTOMER AND SHOPISTRY, CUSTOMER IS BETTER ABLE TO PUT IN PLACE PHYSICAL AND PROCEDURAL IMPEDIMENTS TO THE INAPPROPRIATE USE OF THE  SERVICES. CUSTOMER SHALL BE RESPONSIBLE FOR THE  MATERIALS  (INCLUDING THE  ACCURACY,  ADEQUACY, QUALITY,  INTEGRITY, LEGALITY,  RELIABILITY,  AND  APPROPRIATENESS  OF SAME)  AND  THE OPERATION  OF,  AND TRANSACTIONS  PROCESSED THROUGH,THE STORE(S). (c) WITH RESPECT TO THE MATERIALS: (i) CUSTOMER OWNS OR HAS VALIDLY LICENSED, OR WILL OWN OR VALIDLY LICENSE, THE RIGHT TO ALL MATERIALS GENERATED,STORED,  POSTED,  DISPLAYED, EXHIBITED  OR DISTRIBUTED  BY, OR  UPLOADED OR  TRANSMITTED  TO OR  FROM,  THE STORE(S); (ii) ANY MATERIALS THAT CUSTOMER GENERATES, UPLOADS, STORES, POSTS, EXHIBITS, DISPLAYS, DISTRIBUTES OR TRANSMITS DO NOT AND WILL NOT INFRINGE OR VIOLATE ANY OF THE COPYRIGHT, PATENT,TRADEMARK, OR ANY OTHER INTELLECTUAL PROPERTY, PERSONAL OR PROPRIETARY RIGHTS OF ANY THIRD PARTY (“THIRD PARTY RIGHTS”); AND (iii) CUSTOMER HAS OR WILL HAVE THE RIGHT AND AUTHORITY TO OFFER, SELL, TRADE, DISTRIBUTE OR EXPORT THE PRODUCTS OR SERVICES DESCRIBED IN THE MATERIALS AND SUCH OFFER, SALE, TRADE,DISTRIBUTION, OR EXPORT DOES NOT OR WILL NOT VIOLATE ANY APPLICABLE LAWS ORTHIRD PARTY  RIGHTS. (d) ANY SALES TRANSACTIONS OCCURRING ON OR IN THE STORE(S) WILL REPRESENT A BONA FIDE SALE, CUSTOMER WILL FULFILL ALL OF ITS OBLIGATIONS TO EACH PURCHASER WHO ENTERS INTO A TRANSACTION WITH CUSTOMER, AND CUSTOMER WILL RESOLVE ANY DISPUTE OR COMPLAINT DIRECTLY WITH ITS PURCHASERS.

6.3 DISCLAIMER
‍EXCEPT   AS   SPECIFICALLY   SET  OUT   IN   THIS  SECTION, THE   SERVICES   ARE  PROVIDED   “AS   IS”  AND   “AS   AVAILABLE”, WITHOUT   ANY REPRESENTATIONS,WARRANTIES OR CONDITIONS OF ANY KIND. SHOPISTRY AND ITS THIRD-PARTY LICENSORS AND SUPPLIERS MAKE NO OTHER REPRESENTATIONS AND GIVE NO  OTHER WARRANTIES  OR  CONDITIONS, EXPRESS,  IMPLIED,  STATUTORY, OR  OTHERWISE  REGARDING THE SERVICES OR ANY PRODUCTS PROVIDED UNDER THIS AGREEMENT AND SHOPISTRY SPECIFICALLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANT ABILITY, DURABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE ANDNON-INFRINGEMENT TO THE  MAXIMUM  EXTENT PERMITTED  BY  APPLICABLE LAW.  SHOPISTRY DOES  NOT WARRANT  THAT  THE SERVICES  WILL  MEET CUSTOMER’S EXPECTATIONS, BE SECURE, TIMELY, UNINTERRUPTED OR FREE FROM DEFECTS OR ERRORS, OR THAT DEFECTS OR ERRORS WILL BE CORRECTED. SHOPISTRY DOES  NOT OFFER  A WARRANTY OR  MAKE  ANY REPRESENTATION REGARDING THE RESULTS OF USING THE  SERVICES IN  TERMS OF CORRECTNESS,  ACCURACY,RELIABILITY, CUSTOMER  BASE,  COMMERCIAL ADVANTAGE, OR RISK OF  INJURY  TO CUSTOMER’S  OR  ANY USER'S SYSTEMS OR  NETWORK.SHOPISTRY SHALL NOT BE LIABLE TO CUSTOMER, ANY USER OR ANY THIRD PARTY FOR ANYUSE OF OR INACCURACY IN ANY MATERIALS OR FOR ANY TRANSACTIONS PROCESSED THROUGH THE STORE(S). 


07. Indemnities and Limitations of Liability

7.1 Customer Indemnity
Customer will indemnify and hold Shopistry and (as applicable) its subsidiaries, affiliates, partners, officers, directors, agents, and employees, harmless from and against any third party claims, demands, losses, damages, liabilities and costs (including, without limitation, reasonable attorneys’ fees and court costs) (“ Claims”) due to, arising out of or related to: (i) theMaterials; (ii) Customer’s use or misuse of the Services except to the extent such Claims arise solely from a third party claim that Shopistry IP infringes third party rights or violates applicable law; (iii) disputes arising from transactions made via the Store(s), or Customer ’s relationship with any of its customers; (iv) any breach of Customer’s representations and warranties; (v) Customer’sbreach of the Agreement, including the Shopistry Privacy Policy and the Shopistry Terms of Service, and any documents the Shopistry Terms of Service incorporated by reference; or (vi) Customer’s violation of any applicable law or Third PartyRights.

7.2 Limitation of Liability
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SHOPISTRY BE LIABLE TO CUSTOMER FOR ANY LOST PROFITS OR FOR ANY INCIDENTAL,  PUNITIVE, INDIRECT,  SPECIAL  OR CONSEQUENTIAL  DAMAGES  (INCLUDING, WITHOUT  LIMITATION,  DAMAGES FOR  LOSS  OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS),HOWEVER CAUSED AND  UNDER  ANY THEORY  OF LIABILITY  (INCLUDING NEGLIGENCE),  WHETHER SUCH  DAMAGES  ARE ALLEGED  IN  TORT, CONTRACT OR  ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT SHOPISTRY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.IN NO EVENT SHALL SHOPISTRY’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE PLATFORM FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH THE CLAIM AROSE. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO THE AMOUNT OF FEES CHARGED BY SHOPISTRY FOR THE SERVICES AND THAT  IF SHOPISTRY WERE  TO  ASSUME ANY  FURTHER  LIABILITY OTHER  THAN  AS SET  FORTH  HEREIN, THE  FEES  WOULD OF  NECESSITY  BE SUBSTANTIALLY INCREASED.

08. Confidentiality and Privacy. 

8.1 Confidential Information
For the purposes of this Agreement, “Confidential Information” includes any information, technical data, or know-how concerning either party, including, but not limited to, that which relates to research, products, services, customers, markets, business policies or practices, unreleased software, developments, inventions, processes, designs, drawings,  engineering,  marketing, reports  and  audits, business  plans  or finances,  and  the relationship  between  the parties  as  evidenced by  this  Agreement. Customer acknowledges that Confidential Information may contain material, non-public information of Shopistry, and Customer is aware, and its representatives have been advised, that applicable securities laws prohibit any person having material, non-public information about Shopistry from purchasing or selling securities of Shopistry.  Confidential Information also includes any materials or information provided by either party to the other that are identified by the disclosing party as confidential or proprietary, or that the receiving party should reasonably understand to be confidential and proprietary. ConfidentialInformation does not include information that: (i) was in the public domain at the time the receiving party received it; (ii) comes into the public domain after the receiving party received it through no fault of the receiving party;(iii) the receiving party received from a third party without breach of the receiving party’s or third party’s confidentiality obligations; (iv) is independently developed by the receiving party without use of or reference tothe Confidential Information; or (v) the receiving party is required by law to disclose. For the avoidance of doubt, the terms and conditions of the Shopistry Agreement shall be considered Confidential Information of both parties.

8.2 Confidentiality Obligations
Neither party shall use any Confidential Information of the other party except as necessary to exercise its rights or perform its obligations under this Agreement or as expressly authorized in writing by the other party. Each party shall use the same degree of care to protect the other party’s Confidential Information as it uses to protect its own Confidential Information of like nature (and in any case no less than a reasonable degree of care).Neither party shall disclose the other party’s Confidential Information to any person or entity other than its officers, directors, employees, service partners, customers, consultants and legal advisors who need access to suchConfidential Information in order to effect the intent of the Agreement and whoare subject to confidentiality obligations at least as restrictive as those in this Section 8.

‍8.3 Injunctive Relief
‍Each party acknowledges that due to the unique nature of the other party’s Confidential Information, the disclosing party may not have an adequate remedy in money or damages if any unauthorized use or disclosure of its ConfidentialInformation occurs or is threatened. In addition to any other remedies that maybe available in law, in equity or otherwise, the disclosing party shall be entitled to seek injunctive relief to prevent such unauthorized use or disclosure.

8.4 Other Exceptions
‍Notwithstanding the foregoing provisions in this Section 8, the parties may disclose the terms and conditions of this Agreement: (i) as otherwise required by law or the rules of any stock exchange or over-the-counter trading system provided that reasonable measures are used to preserve the confidentiality of the Agreement; (ii) in confidence to legal counsel; (iii) in connection with the requirements of a public offering or securities filing provided reasonable measures are used to obtain confidential treatment for the proposed disclosure, to the extent such treatment is available; (iv) in connection with the enforcement of this Agreement or any rights under this Agreement, provided that reasonable measures are used to preserve the confidentiality of theConfidential Information; (v) in confidence, to auditors, accountants and their advisors who are subject to confidentiality obligations at least as restrictive as those in this Section 8; and (vi) in confidence, in connection with a change of control or potential change of control of a party or an affiliate of aparty, provided that reasonable measures are used to preserve the confidentiality of the Agreement. For any legally compelled disclosure or disclosure pursuant to a court, regulatory, or securities filing, the parties shall reasonably cooperate to limit disclosure of Confidential Information, including the terms and conditions of this Agreement. For greater certainty, nothing in this Section 8 will diminish a receiving party’s obligations underthis Agreement to comply with applicable privacy and personal information protection laws.

‍8.5 Personal Information
‍The Shopistry Privacy Policy will govern Shopistry’s use and storage of, and access to, personal information of Customer, its purchasers, users or Store visitors transmitted via or stored on the Services.

‍09. General

9.1 Relationship of Parties
‍The parties are independent contractors. Neither party shall be deemed to be an employee, agent, partner, joint venture or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other. Any use of the term “partner” or “partnering” or similar terminology in connection with theServices or this Agreement (except as used in the immediately preceding sentence of this Section) does not mean or refer to a legal partnership, but instead means or refers to a co-operative business or contractual relationship.

9.2 Assignment
‍Customer may not assign this Agreement without the prior written consent of Shopistry, such consent not to be unreasonably withheld. Shopistry may assign this Agreement at any time.

‍9.3 Governing Law; Jurisdiction;Limitation of Action
‍This Agreement shall be governed by and is to be construed and interpreted in accordance with the laws in force in the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws.The parties expressly disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement. All disputes arising under this Agreement will be subject to the exclusive jurisdiction of the courts located in Toronto, Ontario and each party irrevocably and unconditionally consents to personal jurisdiction of such courts. To the extent permitted by applicable law, all claims related to this Agreement must be filed within 12 months from the date the cause of action arose.

‍9.4 Compliance with Laws
‍Each party agrees to comply with all applicable laws in their performance of the agreement.

‍9.5 Severability
‍If any provision of the Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of this Agreement shall remain in full force and effect.

9.6 Force Majeure
‍Except for obligations to pay any Fees owing under this Agreement, neither party shall be deemed to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond such party’s reasonable control, including but not limited to acts of God, extreme weather, earthquakes, wars, terrorism, communication failures, strikes (other than strikes at such party’s facility or involving such party’s employees). If either party’s performance is prevented by a force majeure event for a period of more than 30 calendar days, the other party may terminate this Agreement without further obligation or liability, subject to any payment amounts due and payable as of the effective date of termination.

‍9.7 No Exclusivity
‍Shopistry reserves the right to provide services to Customer’s competitors and makes no promise of exclusivity in any particular market segment.

‍9.8 Legal Notice
‍All legal notices or demands to or upon a party shall be made in writing and sent to such party personally, by courier or certified mail, or email to the following addresses: 

For Shopistry Inc.: 476 Sunnyside Crescent, London ON Canada N5X 3N7 Attn: General Counsel, or via email to legal@shopistry.com.  

For Customer: Notice to the Customer shall be provided using the Customer information above. Except as otherwise specified in this Agreement all notices, permissions and approvals must be in writing and will be deemed to have been given upon: (i) personal or couriered delivery; (ii) the fifth business day after mailing; or (iii) the first business day after sending by email.

‍9.9 Suggestions and Feedback
‍Shopistry welcomes any ideas and/or suggestions regarding improvements or additions to the Services. Under no circumstances shall any disclosure of any idea, suggestion or related material (collectively, “Suggestions") to Shopistry be subject to any obligation of confidentiality or expectation of compensation. By submitting a Suggestion to Shopistry, Customer waives any and all rights in the Suggestion and represents and warrants to Shopistry that the Suggestion is wholly original to Customer, that no one else has any rights in the Suggestion and that Shopistry is free to implement and use the Suggestion if desired, as provided by Customer or  as modified by Shopistry, without obtaining permission or license from Customer or from any third  party.

9.10 Amendment and Waiver
‍This Agreement may only be modified, or any rights under it waived, by a written document executed by both parties. The failure of either party to exercise or enforce any provision of the Agreement shall not constitute a waiver of such right or provision  or any other provision of the Agreement or otherwise affect the rights of such party.

9.11 Entire Agreement
‍The Shopistry Agreement and any appendices attached hereto and any terms located at a URL referenced herein, including without limitation the Shopistry Terms of Service, the Shopistry Privacy Policy, the Shopistry Developer Terms of Service, constitute the entire agreement between the parties respecting Customer’s use of the Services, and supersede any prior written or oral agreements between the parties.

‍9.12 Survival
‍All sections of this Agreement that by their nature should survive termination will survive such termination, including, without limitation, payment obligations, confidentiality obligations, intellectual property rights, warranty disclaimers, indemnities and limitations of liability.

10. Definitions
Unless defined elsewhere in the Agreement, capitalized terms used in the Agreement have the following meanings: ·     

“Additional Services” has the meaning set out in Section 1(b)·     

“AdditionalService Terms” has the meaning set out in Section 1(b)·     

“AdditionalStore Fee” has the meaning set out in Section 2.1·     

“Authorized Credit Card” has the meaning set out in Section 3.5(e)(i).·    
 “Beta Services”has the meaning set out in Section 1(c).·     

“Billing Date” has the meaning set out in Section 3.5(d).·     

“Billing Month” means  the  monthly period  starting  on  the Live  Date  (and the  corresponding  date of  each  calendar month  thereafter),  and ending  on  the corresponding date of the next calendar month.·     

“Confidentia lInformation” has the meaning set out in Section 8.1.·     

“Claims”has the meaning set out in Section 7.1.·     

“Effective Date” means the day that the authorized representatives of both parties have signed a Shopistry Agreement.·     

“Live Date” means the day the service is made available to Customer.·     

“Transaction”means an order successfully processed through the Store.·     

“Platform Transaction” means the net value of any online transactions processed through the Store(s).·     

“Fees” means, collectively, the Platform Fees, and any other fees implemented by Shopistry pursuant to Section 3.5(c).·     

Minimum Platform Fee” has the meaning set out in Section 3.5(a).·     

“Platform Fee” has the meaning set out in Section 3.5(a).

“InitialTerm” has the meaning set out in Section 4.1.

“Marks”has the meaning set out in Section 5.3.

“Materials” means all content, including photos, images, videos, graphics, written content, audio files, code, information, reports, data, Customer ’s Marks, or other content posted, uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with Customer ’s Account (as such term is defined in the Shopistry Terms of Service).

“RenewalTerm” has the meaning set out in Section 4.1.

“Services”means the services provided by Shopistry to Customer pursuant to this Agreement, as further described in the Agreement and the Shopistry Terms of Service. 

“Shopistry IP” has the meaning set out in Section 5.2.

“Shopistry Privacy Policy” has the meaning set out in Section 1(a). 

“Shopistry Terms of Service” has the meaning set out in Section 1(a).

“Store” means each online store or physical retail location associated with a‘.shopistry.com’ URL listed in a Shopistry Agreement or any amendment hereto.

“StorePrivacy Policy” has the meaning set out in Section 3.2(a).

“StoreTerms” has the meaning set out in Section 3.2(a).

“Term”has the meaning set out in Section 4.1.

“ThirdParty Rights” has the meaning set out in Section 6.2(c).

“TransactionFee” has the meaning set out in Section 3.5(b).