Shopley Customer Terms & Conditions

The Shopley Merchant Agreement (“Agreement”) entered into by and between Shopley Inc., a Canadian corporation (“Shopley”) having offices at 379 Adelaide Street West, 2nd Floor Toronto, Ontario, M5V 1S5 and the merchant (“Merchant”), are subject to the following terms and conditions and is effective as of the “Contract Signed Date” stated in the Agreement. Each of Shopley and Merchant may be referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS Merchant desires to have Shopley provide products and/or services using Shopley’s proprietary platforms and services offering, and Shopley desires to provide such products and/or services; NOW, THEREFORE, the Parties agree as follows:

1. Services and Support

Services and Support: Shopley shall provide Merchant with products and/or use of Shopley’s platform and services as set forth in Agreement (the “Services”) in order for Merchant to operate its digital signage, customer engagement, point-of-sale, and related programs (the “Merchant Programs").

1.1 Access to Software

Shopley grants to Client a non-exclusive, non- transferable, limited term license to access and use, and provide access and use to its employees, the proprietary software applications developed, owned and hosted by Shopley remotely via the Internet as described on an Order Form (the “Software”). Shopley reserves all rights in and to the Software not expressly granted to Client. The Software will be made available in a software-as-a-service model.

1.2 Merchant-Provided Equipment

Except for any Shopley-Supplied Player expressly included with an eligible CheQit subscription plan or identified in an applicable Order Form, Merchant will provide, at its location, the display screens, mounts, cabling, power, internet connectivity, networking equipment and other equipment required to access and use the Software and Services.

1.3 Professional Services

Additional hours for “professional services” will be charged at an hourly rate of $150.00.

1.4 Statement of Work

“Statement of Work” may also be applicable for “Premium / Enterprise” product offerings.

1.5 Service Level Agreements (SLAs)

Shopley shall use commercially reasonable efforts to meet the following service level objectives in the delivery of support and content update services. All timelines are measured during standard business days (Monday to Friday, excluding statutory holidays).

Support Tickets

  1. First Response Time: Shopley will respond to all support tickets submitted via email or voicemail within thirty (30) minutes of receipt.

  2. Resolution Time: Shopley will use commercially reasonable efforts to resolve support tickets submitted via email or phone within two (2) business days.

Digital Media Player Replacement

If Shopley confirms that a Shopley-Supplied Player has experienced a covered hardware failure that cannot be resolved remotely, Shopley will use commercially reasonable efforts to dispatch a replacement within two business days following confirmation of the failure and receipt of complete shipping information. This service level applies to dispatch and not carrier delivery time.

Signage and Content Updates

Full Account Portfolio Updates (All Locations)

  1. Menu Rollouts: 15 business days

  2. Pricing Rollouts: 10 business days

  3. Promotional or Limited Time Offer (LTO) Rollouts: 10 business days

Partial Account Portfolio Updates (Multiple Locations, Regional or Tier-Based)

  1. Promotional or Limited Time Offer (LTO) Rollouts: 5 business days

  2. Menu Pricing (including LTO pricing updates): 5 business days

Single Location Updates

1. Menu design and/or pricing updates: 3 business days

1.6 General Conditions

All SLA timelines are contingent upon Merchant providing complete, accurate, and approved content, instructions, and assets required to fulfill the request. Delays caused by incomplete submissions, revisions, or approvals may extend the applicable timelines. SLAs represent target service levels and do not constitute guarantees.

2. Hardware, Shipping, Ownership, Care and Replacement

2.1 Hardware Categories

For the purposes of this Agreement:

  1. “Purchased Hardware” means hardware or equipment sold to Merchant by Shopley and expressly identified as a purchase on an applicable Agreement, Order Form, invoice or Statement of Work.

  2. “Subscription Hardware” means hardware or equipment supplied by Shopley for Merchant’s use as part of an active subscription and not sold to Merchant.

  3. “Shopley-Supplied Player” means a digital media player, together with its standard power supply and accessories, supplied as Subscription Hardware under an eligible CheQit Single or CheQit Multi plan.

Unless expressly stated otherwise in writing, a Shopley-Supplied Player does not include display screens, televisions, monitors, mounting equipment, cabling, networking equipment, electrical work or onsite installation services.

2.2 Provision of Shopley-Supplied Players

Shopley will provide the number and type of Shopley-Supplied Players specified in Merchant’s Agreement or Order Form for use with Merchant’s active CheQit Single or CheQit Multi subscription.

The Shopley-Supplied Player is made available for Merchant’s use only during the applicable subscription term and only at the authorized Merchant location. The monthly subscription fee includes the use of the Shopley-Supplied Player but does not constitute the purchase, financing or lease-to-own of the device.

2.3 Ownership

All right, title and ownership in each Shopley-Supplied Player will remain exclusively with Shopley throughout the term of the Agreement.

Merchant will not acquire any ownership interest in the Shopley-Supplied Player and will not sell, assign, lease, pledge, encumber, dispose of or otherwise transfer the device. Merchant will not remove or alter any serial number, asset tag, ownership label or other identifying information affixed to the device.

Merchant may not relocate a Shopley-Supplied Player to another location or transfer it to another person or business without Shopley’s prior written approval.

2.4 Merchant Care and Use Obligations

Merchant will:

  1. use the Shopley-Supplied Player only in connection with the Services and in accordance with Shopley’s and the manufacturer’s instructions;

  2. provide a suitable and secure operating environment, including appropriate power, ventilation, network connectivity and protection from moisture, excessive heat and other environmental hazards;

  3. take reasonable precautions to protect the device from loss, theft, damage, tampering and unauthorized access;

  4. not open, alter, repair, modify or install unauthorized software on the device without Shopley’s written approval; and

  5. promptly notify Shopley of any loss, theft, damage, malfunction or suspected failure.

Merchant will be responsible for the actions of its employees, contractors, agents and other persons who access or handle the device at the Merchant location.

2.5 Loss, Damage, Negligence and Misuse

Merchant will not be responsible for ordinary wear and tear, manufacturer defects or equipment failure occurring during normal authorized use.

Merchant will, however, be responsible for loss, theft, destruction or damage resulting from negligence, misuse, unauthorized modification, improper handling, improper installation, use outside the manufacturer’s operating specifications or failure to provide a suitable operating environment.

Where loss or damage is attributable to Merchant, Shopley may invoice Merchant for the reasonable cost of diagnosis, repair, shipping or replacement, up to the then-current replacement cost of a functionally equivalent device.

2.6 Shipping, Duties and Fees

All shipping, freight, duties, tariffs, brokerage fees, taxes, and insurance costs associated with the delivery of Hardware shall be the responsibility of the Merchant and will be charged on a pass-through basis, unless otherwise explicitly stated in writing. Shopley shall not be responsible for any such charges.

1. Risk of Loss and Damage in Transit

All Hardware is shipped via third-party carriers. Risk of loss or damage transfers to the Merchant upon delivery to the carrier. Shopley shall not be liable for delays, loss, or damage caused by third-party shipping providers.

2. Damaged or Defective Hardware

In the event that Hardware is received damaged or defective due to shipping or handling by a third party:

  1. The Merchant shall promptly notify Shopley and provide reasonable supporting documentation (e.g., photos, descriptions).

  2. Shopley will use commercially reasonable efforts to repair or replace such Hardware; however, Shopley is not obligated to provide a refund or full replacement.

  3. The Merchant shall be responsible for any return shipping costs associated with damaged or defective Hardware.

3. No Warranty on Transit Conditions

Shopley does not guarantee the condition of Hardware upon delivery where damage is caused by third-party logistics providers and makes no representations regarding shipping conditions outside of its direct control.

2.7 End of Life

Shopley will determine when a Shopley-Supplied Player has reached its “End of Life,” acting reasonably and based primarily on the applicable manufacturer’s published lifecycle or replacement recommendations for that device.

Where the manufacturer has not published a specific retirement date or replacement recommendation, Shopley may also consider:

  1. the discontinuation of manufacturer support, firmware or security updates;

  2. the availability of replacement parts;

  3. compatibility with the Software and Services;

  4. the reliability and performance of the device; and

  5. whether continued use presents a material service, security or operational risk.

If a Shopley-Supplied Player reaches End of Life during an active subscription, Shopley may replace it with a new or refurbished device of the same or functionally equivalent specifications without charging Merchant an upfront hardware purchase cost.

Merchant must return the replaced device in accordance with Shopley’s return instructions.

2.8 Hardware Failure and Replacement

Merchant must report suspected hardware failures through Shopley’s designated support channels and reasonably cooperate with remote troubleshooting and diagnostic procedures.

If Shopley determines that:

  1. the Shopley-Supplied Player has failed;

  2. the failure cannot reasonably be resolved remotely; and

  3. the failure was not caused by Merchant negligence, misuse, loss, theft or unauthorized modification,

Shopley will use commercially reasonable efforts to dispatch a replacement player within two business days after confirming that replacement is required and receiving any necessary location, contact and shipping information.

The replacement may be a new or professionally refurbished device with the same or functionally equivalent specifications.

The replacement SLA applies to the dispatch of the replacement device, not its delivery. Delivery timing remains subject to carrier availability, destination, weather, inventory availability and other circumstances outside Shopley’s reasonable control.

Standard replacement shipping for a covered equipment failure or End-of-Life replacement will be included in the subscription. Expedited shipping requested by Merchant may be subject to an additional charge.

Unless onsite installation is expressly included in the applicable Order Form or Statement of Work, Merchant will be responsible for physically connecting the replacement device in accordance with Shopley’s instructions. Shopley will provide reasonable remote installation assistance.

2.9 Return of Failed or Replaced Hardware

Merchant must return the failed or replaced Shopley-Supplied Player, including its power supply and other supplied accessories, within fifteen calendar days after receiving the replacement device.

Shopley will provide return instructions and a prepaid return shipping label for covered equipment failures and End-of-Life replacements. Merchant will be responsible for securely packaging the device and delivering it to the designated carrier.

If Merchant does not return the device within the required period, Shopley may invoice Merchant for its then-current replacement value and any reasonable recovery costs.

2.10 Return Upon Termination or Expiration

Upon termination or expiration of the applicable CheQit subscription for any reason, Merchant must discontinue use of and return all Shopley-Supplied Players associated with the terminated Services.

Unless otherwise agreed in writing, Merchant must return the equipment within fifteen calendar days after the effective termination or expiration date and in reasonable condition, ordinary wear and tear excepted.

Shopley will provide return instructions and a prepaid return shipping label. Merchant will be responsible for:

  1. disconnecting the equipment;

  2. securely packaging it;

  3. including all supplied power adapters and accessories; and

  4. delivering the package to the designated carrier.

Merchant will remain responsible for the equipment until it has been properly packaged and accepted by the carrier using the Shopley-issued return label.

If Merchant fails to return the equipment by the applicable deadline, or returns it materially damaged or incomplete, Shopley may invoice Merchant for the reasonable repair cost, missing components or then-current replacement value of the equipment.

Any non-return charge will not constitute a purchase of the equipment or transfer ownership to Merchant unless Shopley expressly agrees otherwise in writing.

2.11 Purchased Hardware

Ownership, warranties, shipping charges and risk of loss for Purchased Hardware will be governed by the applicable Agreement, Order Form, invoice or Statement of Work.

The ownership, replacement and return provisions applicable to Shopley-Supplied Players will not apply to Purchased Hardware unless expressly stated otherwise in writing.

3. Billing and Payment

3.1 Fees

Merchant agrees to pay to Shopley the fees associated with the Services as set forth in Agreement. As of the Contract Signed Date, Shopley shall invoice and charge the Merchant for the TOTAL INITIAL FEES as shown on Agreement plus applicable taxes. All future program materials purchased by Merchant are invoiced upon ordering and payment is due as per the noted payment terms. Upon program setup, the Initial Term of this Agreement shall commence when Merchant is active on the program, which could vary from the Contract Signed Date. Shopley provides the merchant with all necessary tools and information to facilitate the launch of a program. Shopley will invoice the merchant no later than 15 days after contract signature. Shopley invoices monthly program fees at the beginning of each month; payment is applied on the 15th of each month (via credit card or void cheque), or the previous business day, if the 15th falls on a non-business day. The monthly invoice shall include the current month’s program fee, any applicable overage charges for the previous month, and applicable taxes via the payment method agreed between the Parties. Any delayed or incomplete payment shall be remedied by Merchant within ten days after which Shopley may in its sole discretion withhold the provision of the Services. Should payment not be remedied within 30 days, Shopley has the right to suspend services and a re-activation service charge may be applicable. Payments that are not complete due to Non-sufficient Funds or declined Credit Cards will be subject to a charge of $35 that will be billed in the next billing cycle. Late payments will be charged an interest rate of 3% per month until payment is received. We accept:

  1. Pre-Authorized Debit/ACH

  2. Visa, Mastercard – 3% processing fee plus admin will apply

  3. Electronic Funds Transfer/EFT – $3.00 admin fee will apply

3.2 Increases and/or Discount Removals

During or at the renewal term, merchants may be subject to a) increases of up to 5%; or, b) a change to the monthly program fee to match current program pricing plans, c) expiry of an annual discount/promotional price to match current program pricing at the discretion of Shopley. Shopley reserves the right, after the initial 12-month period of the agreement, to adjust prices for services rendered here under by giving Client 30 days’ prior written notice of such price adjustments.

3.3 Term and Termination

At the end of the Initial Term, the Agreement shall automatically renew for a successive 12 month period, or as otherwise set forth in Agreement (each “Renewal Term”) unless terminated earlier as provided for herein, or for convenience by either Party upon 30 days written notice prior to the end of the Initial Term or a Renewal Term. Upon the occurrence of any of the following events of default during the Initial Term or a Renewal Term, the non-defaulting Parties shall have the right to cancel and terminate this Agreement forthwith upon written notice to the defaulting Party: (a) the insolvency of Shopley or Merchant or the institution of voluntary or involuntary proceedings in bankruptcy or under any other insolvency law, or any arrangement with creditors or corporate reorganization or receivership or dissolution of Shopley or Merchant; or (b) material breach of this Agreement if not remedied to the satisfaction of the non-breaching Party within fifteen days of notice of the breach.

3.4 Termination Fee

The cancellation fee is the current and/or amended contracted months remaining multiplied by the greatest monthly program fee in the previous 12 months. Unless otherwise agreed by Shopley, there is no refund of the pro rata amount of any subscription fee paid at the time Client notifies Shopley of its termination of this Agreement.

3.5 Effect of Termination

Upon termination or expiration of this Agreement or any applicable Service, Merchant will immediately cease use of the applicable Software and Services. Merchant will verify in writing, if requested by Shopley, that it has destroyed, permanently erased or returned any Software or Confidential Information in its possession or control. Merchant will also return all Subscription Hardware, including all Shopley-Supplied Players and associated accessories, in accordance with Section 2 of this Agreement. Merchant’s obligation to return Subscription Hardware and pay any applicable loss, damage or non-return charges will survive termination or expiration of the Agreement.

4. Canadian Anti-Spam Legislation (CASL)

4.1 CASL Compliance

Shopley will not be liable for any Merchant that is not compliant with CASL.

4.2 Communications

Shopley may contact Merchants subscribed to the Shopley service to communicate program changes, program updates, and promotions.

5. Miscellaneous

5.1 Publicity

Merchant agrees that Shopley may use Merchant’s name and brand marks in lists of Shopley customers, press releases, and other public promotional materials.

5.2 Restrictions

Merchant shall use the Services solely for its own internal business purposes. Merchant shall use commercially reasonable efforts to make sure a third party does not: (a) sell, resell, lease etc., the Services to a third party; (b) attempt to reverse engineer the Services or any component; (c) attempt to create a substitute or similar service through use of, or access to, the Services.

5.3 Representations and Warranties

Each Party represents that it has full power and authority to enter into the Agreement. Each Party warrants that it will comply with all laws and regulations applicable to its provision, or use, of the Services, as applicable. Shopley warrants that it will make commercially reasonable efforts to maintain the continuous availability of the Services.

5.4 Disclaimers

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. Shopley MAKES NO REPRESENTATIONS ABOUT ANY CONTENT OR INFORMATION MADE ACCESSIBLE BY, THROUGH OR WITHIN THE SERVICES.

5.5 Limitation of Liability

NEITHER PARTY OR ITS RESPECTIVE AGENTS, SUPPLIERS, AND SUBCONTRACTORS WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE. NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY MERCHANT TO Shopley HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY. These limitations of liability apply to the fullest extent permitted by applicable law but do not apply to breaches of confidentiality obligations, violations of a Party’s intellectual property rights by the other Party, or indemnification obligations.

5.6 Intellectual Property Rights

Except as expressly set forth herein, this Agreement does not grant either Party any rights, implied or otherwise, to the other’s content or intellectual property. Merchant shall own all rights, title and interest to the Merchant Data. Shopley shall own all right, title and interest in and to any data entered into the Services by an end user.

5.7 Trademarks

Shopley retains all right, title, and interest in and to its trademarks, service marks, and trade names worldwide. Merchant may only use Shopley trademarks, service marks, and trade names with the express permission of Shopley.

5.8 Notices

Unless specified otherwise herein, (a) all notices must be in writing and addressed to the attention of the other Party’s legal department and primary point of contact and (b) notice will be deemed given: (i) when verified by written receipt if sent by personal courier, overnight courier, or when received if sent by mail without verification of receipt; or (ii) when verified by automated receipt or electronic logs if sent by facsimile or email.

5.9 Assignment

Neither Party may assign or transfer any part of this Agreement without the written consent of the other Party, except to an Affiliate, but only if: (a) the assignee agrees in writing to be bound by the terms of this Agreement; and (b) the assigning Party remains liable for obligations incurred under the Agreement prior to the assignment. Notwithstanding the foregoing, either Party may freely assign this Agreement with notice to the other Party in connection with any merger or acquisition or sale of all or substantially all of its assets or stock. Any other attempt to transfer or assign is void.

5.10 Force Majeure

Neither Party will be liable for inadequate performance to the extent caused by a condition (i.e. natural disaster, act of war or terrorism, riot, labor condition, governmental action, or internet disturbance) that was beyond the Party’s reasonable control.

5.11 Severability

If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force.

5.12 Survival

The following sections will survive expiration or termination of this Agreement: Section 2, 5, 6.

Entire Agreement

This Agreement, and all documents referenced herein, is the Parties’ entire agreement relating to its subject matter and supersede any prior or contemporaneous agreements.

5.13 Software

The Software is and will remain the sole and exclusive property of Shopley. This Agreement grants Client no title or right of ownership in or to the Software, or any component of the Software including source code, or to any associated materials, documentation, intellectual property, or in or to any enhancements, modifications or improvements to the Software. Client will not, at any time, take or cause any action, which would be inconsistent with or tend to impair the rights of Shopley or its licensors in the Software. Clients may not remove or alter any of Shopley’s proprietary or copyright notices, trademarks or logos.

5.14 Indemnification

5.14.1 By Shopley

5.14.2 By Client

  1. Client’s gross negligence or willful misconduct;

  2. Client’s use of the Services in violation of this Agreement; or

  3. any materials, data, or other content (including customer information) provided or made available by Client to Shopley in connection with the Services, including any claim that such materials infringe or violate the rights of a third party or applicable laws (including privacy laws).

5.14.3 Limitation

5.15 Governing Law

This Agreement is governed by the laws of the Province of Ontario. The Parties attorn to the exclusive jurisdiction of the federal and provincial courts in the Province of Ontario over any matters arising out of this Agreement.

5.16 Maintenance

Shopley reserves the right to take the software off line from time to time to ensure updates/upgrades are performed. These activities will take place after hours when customers are least impacted and will not exceed more than 1% of the years’ operating hours. All Merchants will receive at least 3 days notice that the software will be offline via email notification. In the event of an emergency outage, all customers will be notified immediately via email notification.

6. Confidential Information

6.1 Definition

“Confidential Information” means any material, data, or information in whatever form or media of a party to this Agreement that is provided or disclosed to the other, including the following categories of information whether disclosed orally or in writing, regardless of whether marked as confidential: algorithms, source code, specifications, software, test results, technical know-how, business or marketing plans, pricing, network configurations, network architecture, financial and operational information, trade secrets, and other matters relating to the operation of the parties’ business. The parties will treat the terms of this Agreement as Confidential Information.

6.2 Obligations

All Confidential Information belonging to one party and disclosed to the other party remains the sole property of the disclosing party, and its confidentiality will be maintained and protected by the recipient with the same effort used to protect its own Confidential Information, to which degree of effort must be reasonable. Each party agrees to take all necessary measures to prevent any such unauthorized use and disclosure by its employees, agents, contractors, dealers or consultants, which parties must be subject to obligations of confidentiality under this Agreement. Upon termination of this Agreement, each party will comply with any request to return or destroy the other party’s Confidential Information.

6.3 Exceptions

Confidential Information does not include information which: (a) becomes publicly known through no act or omission of the receiving party; (b) was in the receiving party's lawful possession prior to the disclosure and had not been subject to limitations on disclosure; (c) is disclosed hereafter to the receiving party by a third party when the receiving party has no knowledge of any impropriety; (d) is developed independently; or (e) is generally furnished by the disclosing party to others without restriction on confidentiality. This Agreement will not prevent either party from disclosing the other party’s Confidential Information to the extent required by a judicial order or other legal obligation, provided that the receiving party shall promptly notify the other party in writing and in advance of such disclosure to provide the other party the opportunity to contest or minimize the scope of disclosure.

 

Last Updated: Sep 18, 2026