Please read these Terms of Service carefully because they govern your use of our products and services. The Customer, together with the Company, are referred to as the "Parties”.

1. Definitions.

1.1 "Company" means the 2252165 ONTARIO LTD., doing business as Deli PET.

1.2 "Account” means the tenant account created for Customer to access the Hosted Software.

1.3 “Affiliate” means any other entity that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the Customer.

1.4 “Customer” or "you" means the business or legal entity for which you are accepting these Terms and its Affiliates who enter into Order Forms (for each such Affiliate, solely with respect to Order Forms entered into by it and for so long as it remains a Customer Affiliate).

1.5 "Customer Data” means Customer-specific data captured by Customer’s use of any installed Hardware, data or code submitted by, or on behalf of Customer (including from or through Non-Company Products) into the Company Software, and the analysis, reports, and alerts generated by the Products containing such data. For the avoidance of doubt, Customer Data does not include any Services.

1.6 “Hosted Software” means Company's cloud-hosted software platform, including the interface accessed online.

1.7 "Subscription Expiration Date" means (a) the later of (i) the original subscription termination date set forth in the applicable Order Form you entered into for the original purchase of Products or under which Products were originally made available to you ("Initial Term"), and (ii) the end of the then-active Renewal Term; or (iii) if applicable, for Purchase Orders issued by a Company reseller where the applicable purchase or procurement of Products is not also documented by a Quote, notwithstanding anything to the contrary in these Terms, the reseller agreement between such reseller and Company, or the applicable Purchase Order, one (1) year from the Subscription Start Date.

1.8 "Subscription Start Date” means (i) the day Company activates the applicable Company Software subscription by providing Customer an access to the Hosted Software.

1.9 "Malicious Code” means code, files, scripts, agents, software or programs intended to do harm or allow for unauthorized access, including, for example, viruses, worms, time bombs, and Trojan horses.

1.10 “Non-Company Products” means any web-based, offline, or mobile applications, or other resources, users, data, systems, networks, products, services, Equipment, hardware, or software functionality that is provided by Customer or a third party and that interoperates, integrates, and/or exchanges data with the Products.

1.11 “Order Form” means the applicable Quote or Purchase Order setting forth the purchase or procurement of Company Products and/or subscriptions thereto. By entering into an Order Form hereunder, a Customer Affiliate agrees to be bound by these Terms as if it were Customer, and Customer and the applicable Customer Affiliate are jointly and severally liable under such Order Form. For clarity, unless otherwise agreed by the Parties or approved by Company, the pricing and payment terms under an Order Form shall only apply to Customer entity named in such Order Form for the purchase made under such Order Form and shall not apply to any other Order Form, including any initial or renewal Order Form entered into by such Customer entity or its Affiliate.

1.12 “Products” means the Software and Services. For the avoidance of doubt, Products do not include any Non-Company Products.

1.13 "Professional Services" means consulting, or other professional services that are provided by Company to Customer (i) as purchased separately by Customer pursuant to an Order Form, (ii) in Company’s sole discretion, or (iii) as otherwise mutually agreed between the Parties.

1.14 "Purchase Order" means a purchase order or similar ordering document issued by Customer to Company and accepted by Company setting forth the purchase or procurement of Company Products and/or subscriptions thereto.

1.15 "Quote" means a quote issued by Company and executed by the Customer setting forth the purchase or procurement of Company Products and/or subscriptions thereto.

1.16 “Company Software” means the Hosted Software, and any improvements, developments, modifications, patches, updates, and upgrades thereto that Company develops or provides, and Support Services.

1.17 "Company Software Systems” means the Company Software and any networks, systems, products, hardware, services, or data of Company, its providers, its partners, its customers, or any other third party, integrated with or connected to such Company Software.

1.18 “Services” means the Company Software, Usage Data, and Professional Services.

1.19 “Support Services” means the customer support services provided by Company excluding any Professional Services.

1.20 “Terms” means these Terms of Service, together with any amendments that modify these Terms of Service.

1.21 "Usage Data” means any anonymized, de-identified, and/or aggregated data and/or publicly available information relating to Customer’s use of the Products.

2. Agreement to Terms.

By clicking a box indicating your acceptance of these Terms, by executing an Order Form or other contract that references these Terms, by purchasing Products or otherwise entering into an Order Form or other contract with Company, a Company reseller, or any other entity or individual for the purchase of Products or under which Products are made available to you, or by otherwise accessing and/or using the Products, whichever is the earlier, you accept and agree to be bound by these Terms. If you do not agree to these Terms or you are not authorized to access and/or use the Products, you shall not access or use the Products. If you are accessing and/or using the Products on behalf of a company (such as your employer) or other legal entity that is our Customer, you agree to these Terms on behalf of such company or other legal entity, and you represent and warrant that you have the authority to bind such company or other legal entity to these Terms. If you have entered into a separate contract with Company with respect to your purchase of Products or under which Products are made available to you, these Terms shall apply, provided that to the extent there is a conflict between such separate contract with Company and these Terms, such separate contract with Company shall prevail. References to “you” and “your” in these Terms refer to that company or other legal entity, our Customer. You may not use the Products if you are our competitor, as determined in our sole discretion, except with our prior written consent.

3. Changes to Terms or Services.

Company may modify the Terms at any time, in our sole discretion. If Company does so, Company will inform you by posting the modified Terms to the Services or our website or through other communications with you, our Customer. It is important that you review the Terms whenever Company modifies them because if you continue to use the Products after Company has posted or otherwise informed you of the modified Terms, you are indicating to Company that you agree to be bound by the modified Terms. If you do not agree to be bound by the modified Terms, then you may not continue to use the Products.

4. License.

Subject to the terms and conditions specified in these Terms or an applicable Order Form, Company grants Customer an access to the Company Software (i) in accordance with the Documentation, (ii) for the number of stores specified in the applicable Order Form and solely the functionality included therein, and (iii) starting from the applicable Subscription Start Date until the Subscription Expiration Date set forth in such Order Form or the earlier termination of such Order Form or these Terms. The Support Services are included as part of the subscription and contingent upon an active subscription.

5. License Restrictions.

Customer agrees not to do or attempt to do any of the following without Company’s express prior written consent: (i) resell, white label, or reproduce the Products or any individual element within the Product, Company’s name, any Company trademark, logo or other proprietary information, or the layout and design of any part of the Product; (ii) access, tamper with, or use non-public areas of the Company Software Systems; (iii) gain unauthorized access to, interfere with, disable, or disrupt the integrity or security of the Company Software Systems; (iv) avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented to protect the Company Software Systems or enforce a contractual usage limit; (v) transfer, copy, modify, sublicense, lease, lend, rent or otherwise distribute the Company Software to any third party; (vi) decipher, decompile, disassemble or reverse engineer any aspect of the Products, in whole or in part; (vii) impersonate or misrepresent an affiliation with any person or entity; (viii) use or access the Products for any competitive purpose; (ix) perform benchmark testing on the Products; (x) use the Products to store or transmit Malicious Code; (xi) use the Products to store, publish, submit/receive, upload/download, post, use, copy, or otherwise produce, transmit, or distribute infringing, libelous, defamatory, harassing, threatening, or otherwise unlawful or tortious material; or to store, publish, submit/receive, upload/download, post, use, copy, or otherwise produce, transmit, or distribute material in violation of third-party privacy rights; (xii) violate any applicable law or regulation; (xiii) use the Products in a way that violates Company’s Acceptable Use policy, (xiv) use the Products in an unsupported country, or (xv) authorize, permit, encourage, or enable any other individual or entity to do any of the foregoing. Company has the right to investigate violations of this Section or conduct that affects the Company Software Systems and immediately suspend or terminate any or all of Customer’s access to the Company Software if it reasonably suspects or determines that Customer has violated this Section. Customer agrees to indemnify, defend, and hold harmless Company from and against all claims, actions, demands, and legal proceedings, and all liabilities, damages, demands, losses, claims, costs, fees (including legal fees), and expenses in connection with a violation of this Section and any investigation related thereto. Company reserves the right to limit or restrict Product access in unsupported countries. Company may also consult and cooperate with law enforcement authorities to prosecute users who violate the law. 

6. Product Updates.

6.1 General.

Company continuously improves the Products, and may from time to time update the Company Software with improved functionality and or addition of new features; Customer hereby consents to such automatic updates.

6.2 Feedback.

Customer agrees to use commercially reasonable efforts to provide feedback regarding the Products to Company. Customer acknowledges and agrees that any comments, suggestions, ideas, other information, and/or other feedback related to the Products provided to Company, whether directly through the Products or through other means (e.g., surveys, emails, testing, and/or other communications) (collectively, "Feedback”) may be used by Company for research and development purposes. Such Feedback shall not be treated as “Customer Data” unless it is uploaded or processed within the Products. Customer further agrees that Company shall have all rights, title, and interest in and to all Feedback provided by Customer or a third party acting on behalf of Customer to Company. Customer hereby irrevocably transfers and assigns to Company all right, title, and interest it may have in such Feedback, and Company hereby accepts such transfer.

7. Payment.

Customer’s payment and billing terms are set forth in the Order Form. Unless otherwise set forth in the applicable Order Form, (i) fees are payable by a debit or credit card; (ii) late payments are subject to a 1.5% per month late fee; and (iii) if subscription payments are delinquent by 30 days, Company may suspend the Service until late payments are remitted. Further, unless otherwise set forth herein or in the applicable Order Form, all payments made to Company under an Order Form are non-refundable. Company may submit Customer contact information and information related to the timeliness of Customer’s payments to credit rating, credit reporting, or similar agencies. Customer is responsible for all payments of applicable taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes”), however designated or incurred under these Terms. Unless required by applicable law, Company will not provide retroactive Tax refunds or credits to Customer.

8. Accounts.

Customer shall be solely responsible for administering and protecting Accounts. Customer agrees to provide access to the licensed Company Software only to Authorized Users, and to require such Authorized Users to keep Account login information, including user names and passwords, strictly confidential and not provide such Account login information to any unauthorized parties. Customer is solely responsible for monitoring and controlling access to the licensed Company Software and maintaining the confidentiality of Account login information and any provided API tokens. In the event that Customer or any Authorized User becomes aware that the security of any Account login information has been compromised, Customer shall immediately notify Company and de-activate such Account or change the Account’s login information. Authorized Users may only use the licensed Company Software strictly on behalf of Customer and subject to the terms and conditions applicable to Customer herein. Customer is responsible and liable for any breach by an Authorized User of his or her obligations hereunder.

9. Customer Data.

9.1 Ownership and Usage.

Customer Data is accessible via the licensed Company Software. Customer owns all Customer Data, and Company will keep Customer Data confidential. Customer hereby grants to Company a non-exclusive, transferable, sublicenseable, worldwide, royalty-free license to use, copy, modify, create derivative works based upon, display, and distribute Customer Data in connection with operating, supporting, improving, and providing the Products. The foregoing right to use Customer Data shall survive the termination of these Terms, unless legally prohibited or Customer requests in writing upon termination that such use be limited to non-personally-identifiable data. Company will maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data. Company will not share Customer Data without Customer consent, except when the release of data is compelled by law or permitted herein. If the applicable Company Software license terminates or expires and Customer does not renew, the applicable Customer Data may be immediately deleted.

9.2 Customer Data Representation and Warranty.

Customer represents and warrants that: (i) Customer will obtain all rights and provide any disclosures to or obtain any consents, approvals, authorizations and/or agreements from any employee or third party that are necessary for Company to collect, use, and share Customer Data and Feedback in accordance with these Terms (ii) no Customer Data or Feedback infringes upon or violates any individual or entity’s intellectual property rights, privacy, publicity or other proprietary rights and (iii) Customer will adhere to all applicable state, federal and local laws and regulations in the conduct of its business in relation to Company and its receipt and use of the Products. You agree to indemnify, defend and hold harmless company and, if relevant, its subprocessors against any liabilities, damages, demands, losses, claims, costs, fees (including legal fees), and expenses in connection with any third-party legal or regulatory proceeding arising from any act or omission of the customer in relation to customer instructions or from the customer’s breach of this section.

10. Confidentiality.

10.1 Confidential Information.

"Confidential Information” means any technical, financial, or business information disclosed by one Party to the other Party that: (i) is marked or identified as “confidential” or “proprietary” at the time of such disclosure; or (ii) under the circumstances, a person exercising reasonable business judgment would understand to be confidential or proprietary. Company Confidential Information includes any information related to the Products, including the pricing and payment terms thereof, Company Software Systems, or Company customers or partners, and any data or information that Company provides to Customer in the course of providing the Products to Customer. Customer Confidential Information includes Customer Data and any data or information that Customer provides to Company for the purpose of evaluating, procuring, or configuring the Services Confidential Information excludes information that: (i) is now or hereafter becomes generally known or available to the public, through no breach of the receiving Party’s confidentiality obligations; (ii) was known, without restriction as to use or disclosure, by the receiving Party prior to receiving such information from the disclosing Party; (iii) is acquired by the receiving Party from a third party who has the right to disclose it and who provides it without restriction as to use or disclosure; or (iv) is independently developed by the receiving Party without use or knowledge of or reference to any Confidential Information of the disclosing Party.

10.2 Confidentiality Obligations.

The receiving Party agrees: (i) to maintain the disclosing Party’s Confidential Information in strict confidence; (ii) not to disclose such Confidential Information to any third parties (except for any Affiliates, employees, agents or third party service providers of receiving Party in performing under these Terms under reasonable confidentiality obligations, or except as authorized by disclosing Party); and (iii) not to use any such Confidential Information for any purpose except to perform under these Terms or as authorized by the disclosing Party. Notwithstanding anything to the contrary in these Terms, the receiving Party may disclose the disclosing Party’s Confidential Information to the extent required by law or regulation, provided that, unless prohibited by applicable law or regulation, the receiving Party uses reasonable efforts to give the disclosing Party advance notice of such requirement and reasonably cooperates with the disclosing Party at the disclosing Party’s expense in preventing, limiting, or protecting such disclosure.

11. Proprietary Rights.

Company and its licensors exclusively own all right, title and interest in and to the Services, including all associated intellectual property rights. Customer acknowledges that the Services are protected by patent, copyright, trademark, and other laws of Canada and foreign countries. Customer agrees not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services. Customer shall and hereby does irrevocably transfer and assign to Company all right, title, and interest it may have in the Services to Company and Company hereby accepts such transfer. No ownership rights are being conveyed to Customer under these Terms. Except for the express rights granted herein, Company does not grant any other licenses or access rights, whether express or implied, to any other Company software, services, technology or intellectual property rights.

11. Proprietary Rights.

12. Term.

The term of these Terms begins upon the date on which you accept these Terms, by clicking a box indicating your acceptance, by executing an Order Form or other contract that references these Terms, by purchasing Products or otherwise entering into an Order Form or other contract with Company, a Company reseller, or any other entity or individual for the purchase of Products or under which Products are made available to you, or by otherwise accessing and/or using the Products, whichever is the earliest, and shall continue until (i) the License Expiration Date for the last active Order Form or other contract you entered into for the purchase of Products or under which Products are made available to you, (ii) you are no longer authorized to access and/or use the Products, or (iii) these Terms are otherwise terminated earlier as provided hereunder, whichever is earliest.

13. Limitation of Liability. No Consequential Damages.

14. No Consequential Damages.

Neither the Company nor Customer nor any other entity involved in creating, producing, or delivering the products will be liable for any incidental, special, punitive, exemplary or consequential damages, including lost profits, loss of data or goodwill, service interruption, computer damage or system failure or the cost of substitute products arising out of or in connection with these terms or from the use of or inability to use the products, whether based on warranty, contract, tort (including negligence), product liability or any other legal theory, and whether or not the other party has been informed of the possibility of such damage, even if a limited remedy set forth herein is found to have failed of its essential purpose. Some jurisdictions legally prohibit the exclusion or limitation of liability for consequential or incidental damages, so the above limitation may not apply.

15. General Terms.

15.1 Entire Agreement

These Terms together with any applicable Order Form constitute the entire and exclusive understanding and agreement between Company and you regarding the Products and the subject matter hereof, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Company and you regarding the Products and the subject matter hereof. The Customer acknowledges and agrees that, in entering into these Terms, it has not relied on, nor has it been induced to enter into these Terms by, any representation, warranty, statement, or assurance made or given by or on behalf of Company, other than those expressly set forth in these Terms. To the maximum extent permitted by applicable law, Customer further acknowledges and agrees that the only remedies available for breach of any such express warranties or representations are those expressly provided for within these Terms. For clarity, the Parties agree that any of Customer’s click-through, hyperlinked, or similar boilerplate or standard terms and conditions, including those associated with Customer payment portals or onboarding of Company as a Customer vendor, are void and have no effect, notwithstanding anything to the contrary in such terms and conditions. If there is a conflict between the terms of an Order Form and these Terms, then the terms of the Order Form controls over these Terms; provided that, to the extent applicable, (a) if a purchase or procurement under a Purchase Order is also documented by a Quote, notwithstanding anything to the contrary in these Terms or the applicable Purchase Order, (i) to the extent there is a conflict between such Purchase Order and such Quote, the terms of the Quote shall prevail, and no additional terms included in such Purchase Order that are not included in such Quote shall apply; and (ii) Customer shall ensure such Purchase Order references, and reflects identical terms and conditions to, such Quote; and (b) for Purchase Orders issued by a Company reseller where the applicable purchase or procurement of Products is not also documented by a Quote, notwithstanding anything to the contrary in these Terms, the reseller agreement between such reseller and Company, or the applicable Purchase Order, to the extent there is a conflict between such Purchase Order and such reseller agreement, the terms of the reseller agreement shall prevail, and no additional terms included in such Purchase Order that are not included in such reseller agreement shall apply. Any Purchase Order is solely for Customer’s convenience in record keeping, and the existence of a Purchase Order or any delivery of Products to Customer following receipt of any Purchase Order shall not be deemed an acknowledgement of or agreement to any terms or conditions associated with any such Purchase Order or in any way be deemed to modify, alter, supersede or supplement these Terms or the applicable Quote. You may not assign or transfer these Terms, by operation of law or otherwise, without Company’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Company may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure solely to the benefit of the Parties, their successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity or Party Affiliate, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms. Customer shall have no right to bring any claims under these Terms against any Company Affiliate, employee, director, officer, shareholder, or reseller, referral, insurance, or other channel partner. Any notices or other communications provided by Company under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; (ii) by posting to Company’s website; For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. Either Party’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of both Parties. Except as expressly set forth in these Terms, the exercise by either Party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

15.2 Acceptable Use

Customer may not, and may not allow any third-party, including its Authorized Users, to (a) use the Products: (i) for any inappropriate, improper, discriminatory, illegal, or otherwise harmful purpose or (ii) to violate, or encourage the violation of, the rights of others which includes, without limitation, legal rights (e.g., intellectual property or proprietary rights) or human rights (i.e., the rights inherent to all human beings regardless of race, sex, nationality, ethnicity, language, religion, or any other status, including without limitation the right to life and liberty, freedom from slavery and torture, freedom of opinion and expression, the right to work and education, and many more), each as reasonably determined by Company; or (b) engage in abusive, harassing, threatening, offensive, stalking or otherwise improper conduct towards any individual or entity, including but not limited to Company or its employees, agents, service providers, partners, or other customers. To report any potential misuse or violation, please email info@deli-pet.com

15.3 Force Majeure

Company is not liable or responsible, nor shall be deemed to have defaulted under or breached these Terms, for any failure to perform or delay in performing its obligations under these Terms due to an event of force majeure. An event of force majeure is any event or circumstance beyond Company’s reasonable control, such as war, hostilities, act of God, earthquake, flood, fire, or other natural disaster, strike or labor conditions, material shortage, epidemic, disease, government action, or failure of utilities, transportation facilities, or communication or electronic systems.

15.4 Contact Information

If you have any questions about these Terms or the Products, please contact us at info@deli-pet.com.