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:

   1. 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").

   2. 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. Client will provide, at Client’s location, hardware, software, and communications equipment which will allow Client and its employees to access and use the Software.

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

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

   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).

      1. 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.

      2. Signage and Content Updates:

         1. 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

         2. 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

         3. Single Location Updates:

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

   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, and Risk of Loss:

   1. Hardware: Shopley may, as part of the Services, supply hardware, electronic components, or related equipment (“Hardware”) required to support Merchant Programs, including but not limited to digital signage solutions.

   2. 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.

   3. 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.

   4. 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.

   5. 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.

3. Billing and Payment:

   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

   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. 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.

   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.

   5. Effect of Termination: Upon termination or expiration of this Agreement, Client will immediately cease use of the Software and verify in writing to Shopley that it has destroyed, permanently erased or returned to Shopley any portion of the Software or Confidential Information in its possession or control.

4. Canadian Anti-Spam Legislation (CASL):

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

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

       

5. Miscellaneous:

   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.

   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.

   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.

   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. 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.

   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.

   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.

   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.

   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.

   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.

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

   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.

   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.

   14. Indemnification:

       1. By Shopley. Shopley shall indemnify, defend, and hold harmless Client and its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, liabilities, damages, and expenses (including reasonable legal fees) arising out of any third-party claim that the Software infringes or misappropriates any intellectual property rights of a third party.

       2. By Client. Client shall indemnify, defend, and hold harmless Shopley and its affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, liabilities, damages, and expenses (including reasonable legal fees) arising out of or relating to:

          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).

       3. Limitation.Notwithstanding the foregoing, Client’s indemnification obligations shall not apply to the extent that any liabilities, damages or costs are found in a final, non-appealable, judgment by a court of competent jurisdiction to have resulted primarily from the willful misconduct or negligence of Shopley or its Affiliates.

   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.

   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:

   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.

   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.

   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: April 6, 2026