Website Terms of Service

By accessing the website, requesting an invite, or signing in, you confirm that you have read, understood and agree to be bound by these terms and by the policies referenced in them. If you do not agree, do not use the Service.

• You must be at least the age of majority in your province or state, or have permission from a parent or guardian.
• If you accept on behalf of a business, you confirm you are authorised to bind that business.
• These terms incorporate by reference the Website Privacy Policy and, where applicable, the Marketing & Consent Policy.

Marketing Powered by Sharpnd is software for physical retail stores. It generates QR codes for checkout counters, presents shoppers with a clearly worded marketing opt-in, records that consent, issues a reward, and lets store staff redeem the reward and export subscriber lists to their email tool.

• We are a technology provider. We do not operate stores, set reward values, or send store marketing emails.
• Public pages describe features and pricing; nothing on them is an offer capable of acceptance until an account is created under the Store Terms.

• Account creation is by invitation only. Browsing the public pages does not entitle you to an account.
• Invitations are issued to a specific email address, are personal to the recipient, and may not be transferred, resold or shared.
• Invitations expire if unused within the period shown on the invitation and may be revoked at any time before acceptance.
• We may decline or withdraw an invitation at our discretion, including where we believe the intended use conflicts with these terms or our Marketing & Consent Policy.
• Attempting to create an account without a valid invitation, or circumventing the invite check, is a material breach of these terms.

We offer a single subscription plan. The plan price, currency, billing interval and any promotional first-month-free offer are stated on the pricing section of the website and are exclusive of applicable taxes unless stated otherwise.

• Prices are quoted in Canadian dollars and are exclusive of HST, which is charged at the applicable Ontario rate (currently 13%) or at the rate of your province, and shown before you confirm.
• Prices shown publicly are indicative and may change; the price that binds us is the one presented at the time you subscribe.
• We describe the plan, the promotional period and what happens when it ends without hidden or misleading conditions, as the Competition Act and Ontario's Consumer Protection Act, 2002 require. If a stated price is wrong, we will tell you and let you cancel rather than hold you to it.
• Promotional offers such as a free first month apply once per store and per business entity, and may not be stacked or reused by creating additional accounts.
• Full billing, renewal and cancellation terms are set out in the Store Terms of Service.

You agree not to, and not to permit anyone else to:

• Access, probe, scan or test the vulnerability of the Service, or breach any security or authentication measure, without our prior written permission.
• Use automated means — scrapers, crawlers, headless browsers — to harvest content, generate scan events, or create load beyond ordinary human use.
• Interfere with the Service through denial-of-service traffic, malware, or attempts to overload infrastructure.
• Reverse engineer, decompile or attempt to derive source code, except to the extent that restriction is unenforceable by law.
• Access the Service to build or benchmark a competing product, or copy its interface or wording.
• Impersonate any person, misrepresent an affiliation with a store, or forge headers or identifiers.
• Submit content that is unlawful, defamatory, hateful, deceptive, infringing, or that contains scripts or markup intended to execute in another user's browser.
• Use the Service to send unsolicited commercial messages or to collect email addresses without valid express consent.
• Tamper with QR codes, reward codes, scan counts or analytics, or attempt to claim rewards you are not entitled to.

• Sign-in is through Google or Apple. You are responsible for the security of the identity account you use and for any activity conducted through it.
• Do not share sign-in access with people who should not see store data; add them as staff members instead so their permissions can be scoped and revoked.
• Notify us at contact@sharpnd.ca immediately if you suspect unauthorised access.
• We may suspend access without notice where we reasonably believe an account is compromised or being used abusively.

The Service, including its software, design, layout, text, graphics, generated QR artwork templates, printable materials and the name "Marketing Powered by Sharpnd", is owned by Sharpnd or its licensors and is protected by copyright, trademark and other laws.

• We grant you a limited, revocable, non-exclusive, non-transferable licence to view the website and, if you subscribe, to use the Service as permitted by the Store Terms.
• You may print and display QR materials generated for your own store; you may not resell them or present them as a third party's product.
• All rights not expressly granted are reserved. No licence is granted to our trademarks or brand assets.

• You retain ownership of content you submit, such as store names, logos, campaign wording and reward descriptions.
• You grant us a worldwide, royalty-free licence to host, reproduce, display and transmit that content solely to operate and support the Service for you.
• You confirm you have the rights to any logo or brand asset you upload and that its use does not infringe anyone else's rights.
• If you send suggestions or feedback, we may use them without obligation, compensation or confidentiality.

• The Service is provided on an "as available" basis. Maintenance, provider outages and factors beyond our control can interrupt access.
• We may add, modify or discontinue features. Where a change materially reduces functionality for subscribing stores, the notice provisions in the Store Terms apply.
• Features marked beta, preview or experimental may be unstable, may change without notice, and are excluded from any availability commitment.

The Service depends on and links to third parties, including identity providers, hosting and database providers, payment processors and the email marketing platform you export to. We do not control those services, do not guarantee their availability, and are not responsible for their acts or omissions. Your use of them is governed by their own terms.

To the maximum extent permitted by law, the Service is provided "as is" and "as available" without warranties of any kind, whether express, implied or statutory, including implied warranties of merchantability, fitness for a particular purpose, title and non-infringement.

• We do not warrant that the Service will be uninterrupted, timely, secure or error-free, or that defects will be corrected.
• Consent records, analytics and exports are provided as tools; we do not warrant that your use of them makes your marketing programme compliant with any particular law.
• Nothing on the website is legal, tax or accounting advice.
• These exclusions apply only to the extent Canadian law allows. Conditions and warranties implied by the Sale of Goods Act (Ontario), the Consumer Protection Act, 2002 (Ontario) — including the deemed warranty that services are of reasonably acceptable quality — and comparable provincial legislation cannot be excluded and are not excluded here.

To the maximum extent permitted by law:

• We are not liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for lost profits, lost revenue, lost goodwill, or lost or corrupted data, however caused.
• Our total aggregate liability arising out of or relating to the Service is limited to the greater of the amounts you paid us in the twelve months before the event giving rise to the claim, or one hundred Canadian dollars.
• These limits apply regardless of the theory of liability and even if we were advised of the possibility of the damages.
• Nothing here excludes liability that cannot lawfully be excluded, including for fraud or for death or personal injury caused by negligence.

You will defend, indemnify and hold harmless Sharpnd and its personnel from any claim, demand, loss, liability, fine or expense (including reasonable legal fees) arising from your use of the Service, your content, your breach of these terms, your infringement of a third party's rights, or your failure to obtain valid consent before marketing to a subscriber.

• You may stop using the website at any time.
• We may suspend or terminate access immediately where we reasonably believe you have breached these terms, created risk or legal exposure, or where required by law.
• On termination, the licence in these terms ends. Provisions that by their nature should survive — intellectual property, disclaimers, limitation of liability, indemnity and governing law — survive.

These terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in it, without regard to conflict-of-laws rules. The courts of Ontario have jurisdiction and the parties attorn to that venue, subject to any right you have to bring a claim where you live.

• Before starting a proceeding, contact us at contact@sharpnd.ca and give us 30 days to resolve the matter informally.
• Nothing prevents either party from seeking injunctive relief to protect intellectual property or confidential information.
• Consumer protection: if you deal with us as a consumer, the Consumer Protection Act, 2002 (Ontario) applies. Under section 7 of that Act any term purporting to waive or release its substantive or procedural rights is void, and under section 8 you keep your right to commence or join a class proceeding. Nothing in these terms requires a consumer to arbitrate, waives a class proceeding, or displaces those rights, and comparable protections in your own province are equally preserved.
• Limitation period: claims are subject to the Limitations Act, 2002 (Ontario), which generally gives a basic two-year period from discovery. We do not attempt to shorten it for consumers.
• Where the Sale of Goods Act, the Electronic Commerce Act, 2000 (Ontario) or federal statutes imply terms that cannot lawfully be excluded, those terms prevail over anything inconsistent here.

• Entire agreement: these terms and the policies they reference are the whole agreement for use of the website.
• Severability: if a provision is unenforceable, the rest remains in force.
• No waiver: not enforcing a provision is not a waiver of it.
• Assignment: you may not assign these terms without our consent; we may assign them in connection with a reorganisation or sale of the business.
• Force majeure: neither party is liable for delay or failure caused by events outside its reasonable control.
• Notices: we may give notice in-product or to the email associated with your account; you give notice to contact@sharpnd.ca.
• Language: the parties have required that these terms be drawn up in English.

We may amend these terms. The "Last updated" date reflects the current version. Material changes will be announced in-product or by email before they take effect. Continuing to use the Service after the effective date constitutes acceptance. If you do not accept a change, stop using the Service and, if you subscribe, follow the cancellation process in the Store Terms.