Merchant Terms of Service
Updated: September 20, 2023
These Glasy Merchant Terms of Service (“Merchant Terms”) are hereby accepted and agreed to by the Merchant identified within the Glasy for Merchants sign-up process (“Merchant”), and constitute a legally binding agreement by and between Merchant and Discountopia Corp. a corporation incorporated under the laws of Ontario doing business as Glasy (“Glasy”).These Merchant Terms set forth the terms and conditions under which Merchant may establish a Glasy for Merchants corporate account (“Corporate Account”), which Glasy makes available to Merchant through the Platform in connection with one or more of Glasy’s products and services, as set forth herein. Merchant’s access to and use of the Platform in connection with any Glasy Product is subject to these Merchant Terms and Merchant agrees that these Merchant Terms may be modified or updated by Glasy from time to time, effective upon posting an updated version of these Merchant Terms on the Glasy website. Glasy may provide Merchant with notice of any such modifications or updates via email, through the Platform, or by updating the date at the top of these Merchant Terms. Merchant is responsible for updating contact information through the Platform and regularly reviewing the Platform, Merchant Terms for updates and information from Glasy. Continued use of the Glasy Product after any such modifications or updates shall constitute Merchant’s consent to such changes. See the Privacy Policy at WWW.JOINGLASY.COM/PRIVACY-POLICY. READ THE TERMS AND CONDITIONS OF THIS MERCHANT TERMS CAREFULLY BEFORE PROCEEDING TO USE THE PLATFORM. BY CLICKING ON THE “I ACCEPT” BUTTON BELOW, YOU AGREE THAT THIS IS THE EXECUTION OF THESE TERMS AND YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS HEREIN, AND THE TERMS OF THE GLASY OFFERING AS WELL AS THE GLASY GENENRAL TERMS OF SERVICE LOCATED AT WWW.JOINGLASY.COM/GENERAL-TERMS-OF-SERVICE (“GENERAL TERMS OF SERIVCE”). IF YOU DO NOT ACCEPT THESE MERCHANT TERMS, DO NOT PROCEED WITH USING THE PLATFORM.
WE WOULD LIKE TO BRING YOUR ATTENTION TO THE FACT THAT YOU ARE AGREEING TO CERTAIN LIMITATIONS AND REMEDIES HEREIN SPECIFICALLY WITHIN SECTIONS Article 7, Article 8, Article 9, Article 10 AND Article 13.
IF YOU DO NOT ACCEPT THIS AGREEMENT, YOU CANNOT USE THE PLATFORM.
The parties agree as follows: 

Article 1- DEFINITIONS

In these Merchant Terms the following terms have the meanings indicated:
“Affiliate” of a party means any other person or entity that, directly or indirectly, controls, is controlled by or is under common control with such party; “control” means the power, directly or indirectly, to direct or cause the direction of the management and policies of another person or entity, whether through ownership of voting securities, by contract or otherwise.
“Agreement” means these Merchant Terms, including all schedules hereto, and the Order Forms (including all documents incorporated therein), considered as a whole, as they may be amended.
“Authorized User” means an employee or agent of Merchant authorized to utilize the Platform to administer the Incentive Program.
“Confidential Information” means financial, business and/or technical information of the Discloser, regardless of the form or manner in which the information is disclosed or learned, including, but not limited to, marketing and product plans, ideas, concepts, business plans, employees and employee information, inventions, algorithms, decision technology and/or models, processes, designs, specifications, drawings, samples, improvements, developments, applications, engineering, manufacturing and marketing data and plans, software code (object and source code), documentation (including without limitation manuals, training materials, and presentations), and functionality, security procedures and approaches, know-how, customer names and information, experimental work, distribution arrangements and trade secrets and other information marked confidential by the Discloser.
“Cooperation” means Merchant’s general cooperation and providing access to information that is reasonably required to allow Glasy to perform its obligations under these Merchant Terms, including without limitation: (i) providing data and materials in the format and according to the specifications required by Glasy, (ii) for onsite services, providing Glasy with necessary access to office accommodations, facilities, equipment, security access information, and software interfaces to Merchant’s other business applications; (iii) providing personnel assistance as is reasonably requested by Glasy at any time; (iv) complying with all terms, conditions, and requirements set forth in these Merchant Terms; and (v) cooperating with Glasy to make decisions and communicate information in a timely manner.
“Discloser” means a party that discloses or provides Confidential Information pursuant to these Merchant Terms.
“Documentation” means all user manuals, operating manuals, technical manuals and any other instructions, specifications, training documents or materials, in any form or media, that describe the functionality, installation, testing, operation, use, maintenance, support, technical or other components, features or requirements of the Platform.
“End User” means each individual consumer who uses the Platform to purchase products or services from the Merchant.
“Glasy Offering” means the business particulars associated with the use of the Platform that Glasy offered to the Merchant and the Merchant accepted through the Platform, such particulars may include but are not limited, Subscription Fee amount, period of subscription, or features.
“Glasy Product” means any product or service, which is provided by Glasy, including its Platform and Documentation
“Intellectual Property” or “Intellectual Property Rights” means rights associated with all or any of the following anywhere in the world, whether or not filed or registered: (i) patents, patent applications, and inventors’ certificates; (ii) copyrights (including moral rights and author’s rights), works of authorship, copyright registrations and applications; (iii) database rights; (iv) know-how, trade secrets, and rights in and to confidential information; (v) industrial designs (including utility models); (vi) trademarks, trade names, service marks, logos, Internet addresses (URLs), and the goodwill associated with them; (vii) semi-conductor topography rights; (viii) rights of publicity; and (ix) divisions, continuations, renewals, reissuances and extensions of any of the foregoing (to the extent applicable); and (x) any other proprietary rights relating to intangible property anywhere in the world.
“Loyalty Program” means the program associated with the Merchant’s Store Front Glasy Product loyalty incentive rewards to the End User that wishes to purchase products or services from the Merchant’s Store Front at set up by the Merchant through the Platform.
“Merchant Data” means Merchant Confidential Information and Authorized User data provided by or obtained on behalf of Merchant for purposes of Merchant’s use of the Platform, excluding Usage Data as defined in Section 2.5.
“Platform” means (i) the technology offered as a mobile-application-platform-as-a-service and its related functionality that provides individuals an opportunity to use an easy and automated micro-saving and micro-giving service and provides organizations an opportunity to avail individual transaction information to offer such individuals various offers or guide individual behavior to certain outcomes, and (ii) all the services related to the provision of such functionality to a Merchant and online portal access.
“Platform Subscription” means the subscription purchased by Merchant to Glasy’s Platform and related Documentation related to a Glasy Offering.
“Recipient” means a party that receives Confidential Information of Discloser pursuant to these Merchant Terms.
“Store Front” means the Merchant’s products and services to be posted on the Platform.
“Taxes” mean all present and future taxes, duties, import deposits, assessments, and other governmental charges (and any related penalties and interest not attributable to the fault or delay of Glasy), however designated, that are now or hereafter imposed by or under any governmental authority or agency that are: (i) associated with the performance by Glasy of its obligations under these Merchant Terms; (ii) associated with the payment of any amount by Merchant to Glasy pursuant to these Merchant Terms; (iii) based on the license or use of any Glasy Product or service; or (iv) associated with the importation of any Glasy Product into or use of any Glasy-provided service within a country other than that in which Glasy is incorporated, excepting only (a) Glasy’s corporate franchise taxes and taxes imposed on Glasy’s net income by the governmental authorities or agencies in any jurisdictions in which Glasy is required to pay those taxes; (b) withholding, employment, and payroll taxes relating to Glasy’s employees; and (c) personal property taxes on Glasy property.
“Third Party” means a party whose services are used by Glasy to operate the core functionalities of the Platform. Third Parties include, but are not limited to cloud services providers.
“User Charges” mean charges incurred by Authorised Users, for services obtained through the use of the Glasy Product that are not covered by the Subscription Fee, including any applicable transaction fees, Glasy Products, or add-ons which are further described at WWW.JOINGLASY.COM/MERCHANT-FAQ.

Article 2 – LICENSE GRANTS AND RESTRICTIONS

2.1 Platform and Documentation.
Glasy hereby grants to Merchant, effective during the Term, a personal, non-exclusive, non-transferable, non-sublicensable, limited license to use the Platform and Documentation for the purpose of Glasy Product, its Store Front and Loyalty Program to the End Users.
The Platform may include features or functionality that interoperate with online services operated by Third Parties (such services, “Third Party Services”), pursuant to agreements between Glasy and the operators of such Third Party Services (such agreements, “Third Party Agreements” and such operators, “Operators”) or through application programming interfaces or other means of interoperability made generally available by the Operators (“Third Party APIs”) which Glasy does not control. Third Party Agreements and Third Party APIs (and the policies, terms and rules applicable to Third Party APIs) may be modified, suspended or terminated at any time, with or without notice. Any such modification, suspension or termination shall not affect any payment obligations under these Merchant Terms and Glasy shall have no liability with respect to any change in such Third Party Agreements and no change in a Third Party Agreement will be, in its own right, a legitimate excuse for Merchant to terminate these Merchant Terms. Unless such change has a material and repetitive adverse effect on the Platform services which the Merchant is utilizing. Without limiting the foregoing, Merchant is responsible for ensuring that Merchant use of Platform in connection with Third Party Services complies with all policies, terms and rules applicable in the Third Party Agreements. 

2.2 Conditions of Use.
Merchant’s right to access and use the Platform is subject to the following conditions. Merchant will not do any of the following:
(a) violate the terms of any agreement with a Third Party that provides a service which is integral to the Merchant ’s use of the Platform;
(b) transfer, assign, sublicense, lease, or distribute to any other person any of its rights to use the Platform or Documentation;
(c) sell, rent, license or lease the Platform or Documentation;
(d) make the Platform or Documentation available to any person who is not an Authorized User;
(e) copy, reproduce, transmit or download all or any feature, design or graphic in, the Platform, or Documentation;
(f) in any way modify, adapt, translate, or make derivative works from or of the Platform or Documentation or otherwise reverse engineer, decompile, disassemble, or otherwise attempt to reduce any object code of any of the foregoing to human perceivable form or permit others to do so;
(g) access or use the Platform or Documentation (i) in order to build a competitive solution or to assist a Third Party to build a competitive solution, or (ii) to load test the Platform in order to test scalability or exceed the usage limits which may be specified by Glasy;
(h) use the Platform or Documentation in a manner that violates any foreign, federal, state, provincial or local law or regulation;
(i) permit the Platform to be used for or in connection with any facility management, service bureau, or time-sharing purposes, services or arrangements, or otherwise used for processing data, hosting or other information providing for or on behalf of any Third Party;
(j) remove or alter any copyright, trademark, or other proprietary notices, legends, symbols, or labels appearing on or in the Platform or Documentation;
(k) incorporate the Platform or Documentation or any portion thereof into any other materials, Glasy Products, or services, without Glasy’s explicit approval;
(l) transmit through the Platform unlawful, immoral, libelous, tortious, infringing, defamatory, false, threatening, vulgar, or obscene material or harmful to minors, or send spam or any other form of duplicative and unsolicited messages through the Platform;
(m) transmit to or through the Platform material containing software viruses or other harmful or deleterious computer code, routines, files, scripts, agents, or programs that may damage, intercept or expropriate any data or system;
(n) interfere with or disrupt the integrity or performance of the Platform or the data contained therein;
(o) attempt to gain unauthorized access or attempt to exceed an existing authorization to access the Platform;
(p) use the Platform to sell any products and services that are not accurately advertised on the Platform; or
(q) except for rights provided to Authorized Users as permitted in these Merchant Terms, allow any third party to use any user identification(s), and/or password(s), issued to Merchant for access to the Platform. 

2.3 Users.
Merchant is responsible for identifying and authenticating all Authorized Users, for approving access by such Authorized Users to the Platforms, for controlling against unauthorized access, and for maintaining the confidentiality of user names and passwords. 

2.4 Secure Access.
Glasy will use commercially reasonable security technologies (such as encryption, password protection and firewall protection) in providing the Platform, and Merchant shall comply with the applicable Glasy security guidelines and procedures made known to Merchant through the Platform or otherwise. Merchant agrees that Glasy does not control the transfer of data, including but not limited to Merchant Data, over telecommunications facilities, including the Internet, and Glasy does not warrant secure operation of the Platform or that such security technologies will be able to prevent Third Party disruptions of the Platform.

2.5 Use of Merchant Data and Grants by Merchant.
Glasy shall own all right, title and interest in and to all data collected or generated by Glasy in connection with the operation of the Platform and Merchant’s use thereof (“Calculated Data”), together referred to as “Usage Data”. Glasy may grant Merchant a personal, non-exclusive, non-transferable, non-sublicensable license to the Calculated Data. Usage Data does not include Authorized User or End User account registration information. Glasy will not disclose Usage Data to any third party in a manner that identifies Merchant or any End User without Merchant’s consent other than (i) except in instances when the Parties agree to the contrary, disclosure to Glasy’s third party service providers who use such data for the benefit of Glasy and subject to reasonable confidentiality terms; or (ii) as may be required by law or legal process.
Merchant hereby grants Glasy the worldwide right during the Term to use, reproduce, distribute, transmit and make derivatives of the Merchant Data solely: (a) in connection with Glasy’s provision of the Platform, hosting of Merchant Data (if applicable Platform requires), and (b) for internal analytic, statistical, security, quality control, product development and similar internal purposes. Merchant will provide Glasy all Merchant Data necessary to perform the Platform. 

2.6 Merchant Data Protection.
Glasy may use or process Merchant Data to perform and provide the Platform, develop new features for the Platform, make improvements to the Platform, offer support services and for the purposes authorized in these Merchant Terms or related Glasy Offering and Glasy’s Privacy Policy. Glasy shall maintain and implement security procedures and controls with respect to the Platform and with respect to any Merchant Data in accordance with Section 2.4 and shall provide reasonably appropriate technical and organizational safeguards against accidental or unlawful destruction, loss, alteration or unauthorized disclosure of or access to Merchant Data. Glasy will perform those obligations pursuant to the Glasy’s Privacy Policy attached hereto as Schedule A (“Privacy Policy”). The parties agree to comply with the terms of the Privacy Policy in respect of the processing of Personal Information (as defined in Schedule A) and the Merchant shall be responsible for ensuring that it shall obtain all required consent and/or provide all necessary required notifications to all relevant data subjects (Authorized Users and End Users) as required under section 2.3(c) of these Merchant Terms, in accordance with Schedule A, and any other Third Party Agreements to which it is a party. In the event of any conflict or ambiguity or inconsistency between the terms of these Merchant Terms (excluding Schedule A) and the terms of Schedule A, the terms of Schedule A shall prevail so far as it relates to the subject matter of Schedule A. 

2.7 Reservation of Rights.
Glasy reserves all rights not expressly granted to Merchant under these Merchant Terms. Unless otherwise expressly provided, all Intellectual Property Rights in the Glasy Product, any products, services custom code, other deliverables, or know how owned or developed in whole or in part by Glasy or any Affiliate of Glasy are retained exclusively by Glasy or that Affiliate. Subject to Glasy’s obligations with respect to Merchant’s Confidential Information, Glasy and its Affiliates are free to use any ideas, concepts, techniques, and know-how developed pursuant to these Merchant Terms for themselves and for other Merchants.

Article 3 – PROVISION OF THE PRODUCT AND SERVICE AND ACCOUNT ADMINISTRATION

3.1 Upon execution of the Glasy Offering, Glasy will use commercially reasonable efforts to enable Merchant to access the Platform in accordance with the Glasy Offering. 

3.2 Merchant Platform and Access to Glasy Product.
Glasy’s contact with Merchant shall be by way of any individual representative designated by Merchant as an “administrator” through the Platform (“Administrator”). Glasy reserves the right to add, remove and update features and functionality of the Platform at any time. 

3.3 Administration.
Merchant may appoint additional Administrators. Merchant agrees to (a) maintain all Platform login credentials in confidence, (b) only permit an authorised Administrator to access the Platform, and (c) update as necessary all information of the lead Administrator and other authorised Administrators to ensure that it is current, accurate, and complete. Merchant shall be responsible for all activity that occurs under its Platform login credentials.

3.4 Authorised User and Administrator Updates.
It is Merchant’s sole responsibility to keep and maintain an accurate list of current Authorised Users and Administrators authorised to bill to Merchant’s Corporate Account for Glasy Products. Glasy may review the current list of Authorised Users and Administrators, as may be the case, from time to time via the Platform to maintain and support the Glasy Products and to ensure compliance with this Agreement.

3.5 Responsibility for User Activity.
Merchant agrees that (a) Merchant is responsible for all Subscription Fees and User Charges incurred by Authorised Users, and Administrators via the Corporate Account, regardless of whether or not such User Charge was authorised by Merchant and (b) User Charges may be subject to price changes at any time. Further, Merchant agrees that Glasy shall not be responsible for User Charges incurred by an Authorised User or Administrator, as may be the case, after Merchant has attempted removal of such Authorised User or Administrator from the Corporate Account to the extent Merchant provides incomplete or inaccurate Authorised User or Administrator removal information via the Platform. Finally, as between Merchant and Glasy, Merchant shall be responsible for the User Charges incurred due to fraudulent or other unpermitted activity on the part of an Authorised User’s or Administrator’s use of the Corporate Account to access Glasy Products. Merchant shall notify Glasy promptly upon discovery of fraudulent or unpermitted activity occurring under Merchant’s account.

3.6 Restrictions.
Merchant agrees to use the Corporate Account and Platform solely as set forth in this Agreement. Merchant shall not, and shall not authorise others to (a) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Platform, Glasy Products, except to the extent allowed by applicable law, (b) sublicense, lease, rent, sell, give, or otherwise transfer or provide the Glasy Products and Platform to any unaffiliated third party, or (c) impose any additional fees or charges on an Authorised User related to use of the Platform or the Glasy Products. Glasy reserves all rights not expressly granted to Merchant or a third party, including Authorised Users under this Agreement.

Article 4 – STORE FRONT AND LOYALTY PROGRAM ADMINISTRATION

4.1 Posting
Merchant shall be responsible for posting its Store Front and Loyalty Program onto the Platform. Merchant shall be solely responsible for the obligations associated with the Glasy Products associated with its Store Front and Loyalty Programs that it posts, and the details, terms and obligations of the Merchant associated therewith.
Glasy shall provide the End Users with access to a full list of merchant store fronts and loyalty programs, which shall include each Store Front and Loyalty Program posted by Merchant. The End Users shall, in their sole discretion, select merchant programs to offer to End Users.
The Merchant acknowledges that Glasy will not be responsible for ensuring the Store Fronts and Loyalty Programs operate as intended by the Merchant, nor will Glasy be responsible for preparing any terms or details of the Store Fronts or Loyalty Programs as between the End User and the Merchant. Merchant further acknowledges that Glasy cannot guarantee the success of a particular Store Front or Loyalty Program as it is wholly dependent on its selection by End Users and End Users.

4.2 Transactions and Payment
When an End User makes a purchase on a Merchant’s respective Store Front and the Merchant has enabled the Loyalty Program for the End Users, the Platform shall track the Store Front related credit that was earned by the End User for its purchase on the Merchant’s respective Store Front. End Users will earn and be permitted to redeem Store Front credits for use in future purchases as further described in Glasy’s General Terms of Service.

4.3 Pick-Up
Glasy does not currently support or offer any delivery services. With respect to all purchases made by End User’s on the Merchant’s respective Store Front shall be provided on a pick-up by End User basis and Glasy is in no way responsible for such pick-up. 

Article 5 – PROTECTION OF CONFIDENTIAL INFORMATION

5.1 Purpose for Disclosure.
Recipient may use Confidential Information of the Discloser only for the purposes of exercising Recipient’s rights and fulfilling Recipient’s obligations under these Merchant Terms.

5.2 Exceptions.
Recipient’s obligation under these Merchant Terms to treat information as Confidential Information does not apply to information that: (i) is already known to Recipient at the time of disclosure and was not obtained, directly or indirectly, from Discloser; (ii) is independently developed by Recipient without reference to or use of the Discloser’s Confidential Information; (iii) is obtained by Recipient from another source without a breach of any obligation of confidentiality owed by that source to Discloser; or (iv) is or becomes publicly available through no wrongful act of Recipient or any party that obtained the information from Recipient. If Recipient is served with a subpoena or other legal process, court, or governmental request or order requiring disclosure, or is otherwise required by law or securities exchange requirement to disclose, any of Discloser’s Confidential Information, Recipient shall, unless prohibited by law, promptly notify Discloser of that fact and cooperate fully (at Discloser’s expense) with Discloser and its legal counsel in opposing, seeking a protective order, seeking to limit, or appealing the subpoena, legal process, request, order, or requirement to the extent deemed appropriate by Discloser. Recipient may comply with the subpoena or other legal process or requirement after complying with the foregoing sentence, but only to the extent necessary for compliance. A non-public disclosure made pursuant to the foregoing sentence will not, by itself, remove any Confidential Information from the protections of these Merchant Terms. 

5.3 Limitations on Disclosure and Use.
Recipient shall use the same degree of care, but no less than a reasonable degree of care, to protect against the unauthorized disclosure or use of Discloser’s Confidential Information as it uses to protect its own confidential information of a similar type. Recipient shall disclose Confidential Information of Discloser only to its employees or independent contractors who have a need to know for the above stated purpose, and who are bound by obligations of confidentiality no less restrictive than the terms of these Merchant Terms. Recipient shall not remove any confidentiality or proprietary notices from Discloser’s Confidential Information. If Recipient provides Discloser with comments, suggestions or other input regarding Discloser’s Confidential Information or Intellectual Property, Discloser will have an unrestricted, worldwide, royalty-free right to use those comments, suggestions, or other input for any purpose and in any manner, and to authorize others to do so. 

5.4 Injunctive Relief.
The parties acknowledge that the remedies at law available for the protection of Confidential Information or Intellectual Property may be inadequate, and, without limiting any rights available at law, each party is entitled to seek injunctive relief for any breach of these Merchant Terms relating to the protection of its Confidential Information or Intellectual Property Rights. 

Article 6 – REPRESENTATIONS AND WARRANTIES

6.1 Representations.
Each party represents that: (i) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or organization; (ii) it has the power and authority to enter into and perform all of its obligations under these Merchant Terms, and (iii) these Merchant Terms have been agreed to by its duly authorized representatives who are able to bind their respective companies. The foregoing representations also apply to each Glasy Offering. 

6.2 Warranties.
Subject to Merchant’s Cooperation, Glasy warrants that it will use commercially reasonable efforts to provide the Platform in accordance with its Documentation in all material respects during the Term. Merchant must report any breach of this warranty within thirty (30) days after such breach. For any breach of this warranty, Merchant’s exclusive remedy, and Glasy’s entire liability, shall be at Glasy’s option to use commercially reasonable efforts to: (a) re-perform the applicable Service at no additional cost; or (b) modify the Platform to substantially conform to the Documentation. 

6.3 Warranty Exclusions.
The warranty above shall not apply (i) if the Platform is not used in accordance with these Merchant Terms or the Documentation, (ii) if the non-conformity is caused by Third Party products or services, (iii) to any modification of the Platform not performed by Glasy, or (iv) to any combination by Merchant of the Platform with Third Party products or services not approved by Glasy in writing.

6.4 Warranty Disclaimer.
EXCEPT FOR THE EXPRESS WARRANTIES STATED ABOVE IN SECTION 6.2 OF THIS MERCHANT TERMS, GLASY DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, REGARDING THE PLATFORM AND HEREBY DISCLAIMS ANY AND ALL EXPRESS AND IMPLIED WARRANTIES, REPRESENTATIONS OR CONDITIONS, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY ARISING FROM A COURSE OF DEALING, NON-INFRINGEMENT, USAGE OR TRADE PRACTICE OR ANY REPRESENTATION REGARDING THE RESULTS TO BE ACHIEVED FROM THE USE OF THE PLATFORM. GLASY DOES NOT GUARANTEE THAT THE PLATFORM WILL PERFORM ERROR-FREE OR UNINTERRUPTED, OR THAT IT WILL CORRECT ALL SERVICE ERRORS. MERCHANT ACKNOWLEDGES THAT GLASY DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE PLATFORM MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. GLASY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. 

Article 7 – NO LIABILITY

MERCHANT IS SOLELY RESPONSIBLE FOR RESULTS OBTAINED FROM THE USE OF THE SERVICES AND FOR CONCLUSIONS DRAWN THEREFROM, AND MERCHANT ACKNOWLEDGES THAT MERCHANT IS RESPONSIBLE FOR THE SELECTION OF THE PLATFORM TO ACHIEVE MERCHANT’S INTENDED RESULTS. MERCHANT AGREES THAT IT IS RESPONSIBLE FOR ALL PRODUCTS AND SERVICES THAT ARE OFFERED BY THE MERCHANT TO THE END USER THROUGH THE PLATFORM. MERCHANT ACKNOWLEDGES THAT IT IS SOLELY RESPONSIBLE FOR DECIDING TO USE, ACCEPT OR REJECT THE OUTPUT FROM THE PLATFORM. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, GLASY SHALL HAVE NO LIABILITY TO MERCHANT, ITS MERCHANTS, EMPLOYEES, OR ANY OTHER THIRD PARTY ARISING FROM OR RELATED TO THE OUTPUT OF THE PLATFORM OR THE RESULTS OF SUCH OUTPUT OR THE END USERS USE OF THE MERCHANTS PRODUCTS AND SERVICES PROVIDED THROUGH THE PLATFORM. THE FOREGOING SHALL APPLY REGARDLESS OF WHETHER SUCH DAMAGE IS CAUSED BY THE CONDUCT OF MERCHANT AND/OR ITS AUTHORIZED USERS OR BY THE CONDUCT OF A THIRD PARTY USING MERCHANT’S ACCESS CREDENTIALS. THE MERCHANT UNDERSTANDS AND AGREES THAT GLASY SHALL HAVE NO LIABILITY RELATED TO PERSONAL INJURY, HARM, OR DEATH TO ANY INDIVIDUAL RESULTING FROM THE USE OF THE PRODUCTS OR SERVICES OFFERED BY THE MERCHANT ON THE STORE FRONT. NOTWITHSTANDING ANYTHING IN THESE MERCHANT TERMS, TO THE EXTENT PERMITTED BY LAW, GLASY SHALL NOT BE LIABLE FOR ANY DATA BREACH THAT IS BEYOND GLASY’S REASONABLE CONTROL OR ABILITIES TO PROTECT DATA INCLUDING BUT NOT LIMITED ISSUES RESULTING FROM IDENTITY THEFT. GLASY SHALL HAVE NO LIABILITY RELATED TO THE THEFT OF ANY HARDWARE THAT ACCESS THE PLATFORM.

Article 8 – THIRD PARTY COMPONENTS AND EXTERNAL WEBSITES

The Platform relies on receipt of data from Third Party Software and/or use of other Third Party technology that is made available to Merchant as part of the Platform (“Third Party Components”). Merchant may only access the functionality of the Third Party Components as part of and in the course of receiving the Platform. Merchant may not make or attempt any direct access to any such Third Party Components other than in connection with its limited rights to the Platform. All Third Party Components are the property of their respective Third Party suppliers, and if required under the Platform Merchant must agree to and comply with license terms of the Third Party suppliers. Such Third Party suppliers reserve all rights to the Third Party Components, including all related Intellectual Property Rights therein. Merchant agrees not to contest the ownership of any Third Party Components nor use any trademark or service mark belonging to a Third Party supplier. All limitations, restrictions and obligations applicable to the Platform set forth in these Merchant Terms shall also apply to Merchant’s use of the Third Party Components. Further, the Platform may contain links to external websites and information provided on such external websites by Third Party service providers. Glasy shall not be responsible for the contents of any linked website, or any changes or updates to such sites. Merchant further agrees that Glasy shall not be directly or indirectly responsible or liable for any damage or loss caused or alleged to be caused by or in connection with Merchant’s use of or reliance on any information, data stream, goods or services available on or through any such linked website or any such Third Party Component. Merchant agrees to abide by all of the terms and conditions to any Third Party Components. Third Party Components include but not are limited to Google Analytics and Stripe.

Article 9 – INDEMNIFICATION

9.1 Intellectual Property Indemnification.
Unless otherwise indicated in a Glasy Offering, and subject to Sections 9.2 and 9.4 below, Glasy shall defend at its own expense any action against Merchant brought by a third party to the extent the action is based upon a claim that a Glasy Product directly infringes any North American issued patent or copyright, or misappropriates any trade secret recognized under law, and Glasy will pay those costs and damages finally awarded against Merchant in the action that are specifically attributable to that claim, or those costs and damages agreed to in a monetary settlement of the action that are specifically attributable to the claim. 

9.2 Conditions.
To be entitled to indemnification under this Merchant Terms, Merchant must: (i) notify Glasy promptly (and in any case no more than 48 hours) in writing of the action; (ii) give Glasy sole control of the defense of the action and any related settlement negotiations; (iii) cooperate, as Glasy may reasonably request, in defense or settlement negotiations; and (iv) be and remain in compliance with the material terms of these Merchant Terms. 

9.3 Options.
If any Glasy Product becomes, or in Glasy’s opinion is likely to become, the subject of a claim subject to indemnification under these Merchant Terms, Glasy may, at its option and expense, either: (i) procure for Merchant the right to continue to exercise the Glasy Product license; (ii) replace or modify the Glasy Product so that it becomes non-infringing; or (iii) if neither option (i) or (ii) is available on reasonable terms, terminate Merchant’s license or subscription for the Glasy Product concerned. Unless otherwise provided in the applicable, if Glasy exercises option (iii), Glasy will refund to Merchant the unearned portion of any prepaid term license fees and support and maintenance fees, and will reimburse Merchant for a pro-rated portion of any perpetual license fees paid for the Glasy Product on a straight-line basis. 

9.4 Exclusions.
Glasy has no obligation with respect to any claim based upon: (i) any violation of the terms herein; (ii) any combination or use of any Glasy Product with other products, equipment, software, or data not supplied or approved in writing by Glasy; (iii) any modification of a Glasy Product made pursuant to Merchant specifications or any other modification made by any entity other than Glasy or its Affiliates; (iv) any unauthorized use or the Glasy Product or use other than in accordance with the Documentation. 

9.5 Merchant Indemnification.
Merchant (the “Indemnifying Party”) will indemnify, defend and hold harmless Glasy (the “Indemnified Party”), and their respective directors, officers, employees, agents, successors and assigns against all claims, damages, losses and expenses (including all attorney fees) with respect to any third-party claim arising out of or related to (a) Merchant’s use of the Glasy Products to the extent not caused by Glasy’s breach of this Agreement, (b) a breach (or claim that, if true, would be a breach) of any of the Merchant’s representations or warranties in this Agreement. 

9.6 Entire Liability.
This Article states Glasy’s entire liability and Merchant’s sole and exclusive remedy for infringement and misappropriation claims and actions.

Article 10 – LIMITATION OF LIABILITY

10.1 Liability.
IN NO EVENT WILL GLASY BE LIABLE UNDER THIS AGREEMENT UNDER ANY THEORY OF RECOVERY (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, TORT, AND STRICT LIABILITY) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL (INCLUDING WITHOUT LIMITATION LOSS OF DATA, USE, INCOME, PROFIT, OR SAVINGS) OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY GLASY PRODUCT, SERVICE, OR DELIVERABLE PROVIDED BY GLASY UNDER THESE MERCHANT TERMS, EVEN IF GLASY HAD BEEN ADVISED OF THE POSSIBILITY OF THOSE TYPES OF DAMAGES OR EVEN IF THOSE TYPES OF DAMAGES WERE REASONABLY FORESEEABLE.

10.2 Limitation.
EXCEPT TO THE EXTENT THAT THIS LIMITATION IS PROHIBITED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF GLASY FOR ALL CLAIMS ARISING UNDER OR RELATED TO THESE MERCHANT TERMS, UNDER ANY AND ALL THEORIES OF LIABILITY (INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, BAILMENT, TORT, AND STRICT LIABILITY), WILL NOT EXCEED THE GREATER OF EITHER (I) $2000 OR (II) THE TOTAL AMOUNT PAID BY MERCHANT (EXCLUDING IMPLEMENTATION FEES AND REIMBURSED EXPENSES) FOR THE GLASY PRODUCT(S), SERVICE(S), OR DELIVERABLE(S) TO WHICH THE CLAIM(S) RELATE(S) DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE DATE OF THE MOST RECENT CLAIM THAT GAVE RISE TO THE LIABILITY. 

Article 11 – PAYMENT TERMS

11.1 Subscription Fees.
Subscription Fees and User Charges applicable for each Merchant shall be as set forth in Platform. Glasy may, in its sole discretion, elect to qualify Merchant to receive a free trial period during which Merchant will not pay the subscription fees and can terminate their account without penalty.

11.2 Billing.
Glasy may, in its sole discretion, elect to qualify Merchant to receive, and Merchant may then elect to pay for Subscription Fees and User Charges on a weekly, monthly, or annual basis incurred in connection with the applicable Glasy Products (“Periodic Billing”). If Company participates in Periodic Billing, Glasy (or a Glasy affiliate) will bill Company Subscription Fees or User Charges for the applicable Glasy Products (each, a “Billing Statement”). All fees under each Billing Statement shall be paid in full by Company at the start of the applicable billing period in full as contemplated by the Company’s chosen Periodic Billing and charged to the credit card that the Merchant has used to sign up for the Platform with. Without prejudice to its other rights and remedies, if Glasy does not receive any payment by its due date, Glasy may assess a late payment charge on the unpaid amount at the rate of 1.5% per month (18% annually) or the highest rate allowed under applicable law, whichever is less. In addition, Glasy may terminate Merchant’s access to the Platform, including any licenses granted to Merchant therein, or terminate the service concerned, without notice. All fees paid hereunder are non-refundable without any right of set-off or deduction. Merchant shall reimburse Glasy for all reasonable costs related to any proceedings to collect any past-due amounts, including without limitation, attorneys’ fees and expenses. Glasy reserves the right to require Merchant to provide a letter of credit in an amount and a form specified by Glasy, where Glasy deems it necessary.

11.3 Taxes.
UNLESS OTHERWISE INDICATED ON A RECEIPT, ALL SUBSCRIPTION FEES AND USER CHARGES, EACH TO THE EXTENT APPLICABLE, ARE EXCLUSIVE OF APPLICABLE TAXES, AND COMPANY AGREES TO BE RESPONSIBLE FOR THE PAYMENT OF ANY SUCH TAXES ASSESSED ON SUCH SUBSCRIPTION FEES OR USER CHARGES, INCLUDING, BUT NOT LIMITED TO, ALL APPLICABLE SALES, USE, VAT OR SIMILAR TAXES. ALL PAYMENTS SHALL BE PROCESSED IN CANADIAN CURRENCY. ALL PAYMENTS ARE NONREFUNDABLE EXCEPT AS MAY BE EXPRESSLY PROVIDED OTHERWISE HEREIN. EACH PARTY SHALL BE RESPONSIBLE FOR ITS COSTS AND EXPENSES ASSOCIATED WITH ITS PERFORMANCE UNDER THIS AGREEMENT. 

Article 12 – TERM AND TERMINATION

12.1 Term.
Unless otherwise terminated as specified in this article, the initial term of these Merchant Terms (“Initial Term”) will commence on the Effective Date and continue for the period chosen by the Merchant in the Glasy Offering. Thereafter, these Merchant Terms will automatically renew for successive periods equal to the Initial Term (each an “Renewal Term” and together with the Initial Term, the “Term”) unless either party notifies the other in writing at least 60 days prior to the end of the Initial Term or then-current Renewal Term that it elects to have the Merchant Terms expire at the end of that term. 

12.2 Termination of a Glasy Product.
A party may terminate a Glasy Product by terminating the applicable Glasy Offering by providing written notice to the other party upon the occurrence of any of the following events:
(a) Uncured Breach. The other party has committed a material breach of terms of these Merchant Terms or any specific terms applicable solely to the Glasy Product and has failed to remedy the breach within 30 days after receipt of written notice from the non-breaching party identifying the breach and requiring it to be remedied.
(b) Insolvency. The other party ceases to conduct business in the ordinary course or is declared insolvent or bankrupt, or makes an assignment of substantially all of its assets for the benefit of creditors, or has a receiver appointed over all or substantially all of its assets, or any proceeding is demanded by, for, or against the other party under any provision of bankruptcy or insolvency legislation.
(c) Violations. The other party has committed a material breach of the provisions of these Merchant Terms relating to the protection of Confidential Information or Intellectual Property with respect to that Glasy Product. In addition, Glasy may immediately suspend its performance under or terminate any Glasy Offering if Merchant (i) violates the terms of any applicable license or license restriction, or (ii) violates any applicable import, export, or re-export laws or regulations. 

12.3 Termination For Convenience for Glasy
Glasy may terminate Merchants access to the Platform with our without notice at its sole discretion. 

12.4 Termination of Agreement.
Notwithstanding anything to the contrary in these Merchant Terms, if Merchant is in breach of any provision of these Merchant Terms involving a failure of payment or violation of Glasy’s Intellectual Property Rights (including breach of any license grant or restriction), or in breach of any Third Party Agreements to which it is a party and such Third Party Agreement’s breach creates conditions, which in Glasy’s sole discretion, cannot allow Glasy to provide the Platform under these Merchant Terms, Glasy may at its option terminate (i) the Platform Subscription subject to the breach, or (ii) these Merchant Terms.

12.5 Effect of Termination or Expiration.
Upon termination or expiration of any Glasy Product for any reason: (i) all licenses or use rights granted to Merchant in respect of that Glasy Product will terminate immediately, as will all Glasy support and maintenance obligations; (ii) Merchant shall immediately cease using all affected Glasy Product(s) and related documentation; (iii) as applicable, Merchant shall remove all copies of the affected Glasy Product(s) and related documentation from Merchant’s computers and systems; (iv) Merchant shall either (a) irretrievably destroy all copies of the affected Glasy Product(s), related documentation, and other related Glasy Confidential Information and Intellectual Property in Merchant’s possession; or (b) at Glasy’s option, return to Glasy all copies of the affected Glasy Product(s), related documentation, and other Glasy Confidential Information and Intellectual Property in Merchant’s possession; (v) Merchant shall provide to Glasy a written certification signed by an authorized officer of Merchant certifying that Merchant has complied in full with the foregoing; (vi) Merchant shall return any equipment that is owned by Glasy; (vii) Merchant shall remove any advertisement for Glasy from their premises and digital accounts; and (viii) all fees and other charges provided for in these Merchant Terms or in any Glasy Offering will become immediately due and payable. 

12.6 Survival.
The following provisions of this Merchant Terms will survive expiration or termination of this Merchant Terms: Article 1 (Definitions), Section 2.7 (Reservation of Rights), Article 5 (Protection of Confidential Information), Section 6.4 (Warranty Disclaimer), Article 9 (Indemnification), Article 10 (Limitation of Liability), Article 11 (Payment Terms), Section 12.5 (Effect of Termination or Expiration), Section 12.6 (Survival), and Article 13 (Miscellaneous), and data processing requirements within the Privacy Policy. In addition, notwithstanding the expiration or termination of this Merchant Terms, this Merchant Terms will continue to apply to any Glasy Offering still in effect at the time of the termination or expiration of this Merchant Terms. 

Article 13 – MISCELLANEOUS

13.1 Export.
In addition to the requirements contained in the Merchant Terms, Merchant will not export or re-export, directly or indirectly, any Glasy Product, Glasy Confidential Information or Deliverables contrary to all export laws. 

13.2 Relationship of the Parties.
The relationship between the parties is that of independent contractors. This Agreement is not to be construed as creating any partnership, joint venture, agency, or any other form of legal association that would impose liability upon one party for the act or failure to act of the other party. 

13.3 Press Releases; Publicity.
Glasy may issue a press release via any current or future medium whether in physical or digital form stating factual information regarding the relationship between Glasy and Merchant at the time this Merchant Terms or any Glasy Offering is signed. Glasy shall first submit the press release to Merchant for Merchant’s approval. The parties may issue additional press releases as mutually agreed by the parties. All press releases or other publicity sought to be issued by either or both parties pursuant to this section must, prior to release, be reviewed and approved by each party, which approval may not be unreasonably withheld or be delayed more than 5 business days. Subject to Merchant’s prior written consent (which must not be unreasonably or arbitrarily withheld), Glasy may include Merchant’s name, trademark(s), and logo(s) in its marketing and promotional materials regarding the availability of any of its Glasy Products or services to other Merchants. In addition, Merchant agrees and provides consent to Glasy to (a) produce and distribute a written case study describing how Merchant business used and benefited from the Glasy Product, (b) Merchant’s executive(s) participation in one or more interviews leading to the publication of an article in a reputable business media outlet facilitated by Glasy, where Merchant describes the role of Glasy Product, and results, (c) participation of Merchant executive(s) in one or more video interviews in which its executive(s) tell the story of Merchant’s strategy and the role of Glasy Product in Merchant’s success, with such videos to be published on the Merchant’s website, (d) promote Merchant as (only upon Glasy’s request) a reference site which includes discussing the Glasy Product or Service with prospective Glasy Merchants and other interested parties, providing testimonial or other quotes regarding the performance of the Glasy Product either in person, telephone, marketing materials or other publications, and (e) present on its own or with Merchant at industry and market conferences, meetings and other gatherings. Merchant hereby consents to the use of its name and its feedback in connection with effectuating the intent of the foregoing and will promptly respond to any requests from Glasy. Glasy will provide prompt notice in order to give Merchant adequate time to accommodate and/or respond to the reference site request. Glasy will pay for all reasonable costs associated with travel and accommodations in Merchant’s performance of acting as a reference. All publications referenced above in (a) that include any information of Merchant and/or Glasy must be pre-approved by Merchant before their publication, such pre-approval shall not be unreasonably withheld. All materials mentioned above created by, at the expense of, or on behalf of Glasy shall be considered Glasy Content as defined in the General Terms of Service and all intellectual property thereto shall be owned by Glasy. 

13.4 Limitation of Actions.
No action, regardless of form, arising out of or relating to these Merchant Terms may be brought by Merchant more than 6 months after the cause of action has accrued. 

13.5 No Waiver.
No delay or omission by either party in exercising any right under these Merchant Terms will be construed as a waiver of that right. Even if either party waives a breach or default under these Merchant Terms, that party is not deemed to have waived any later or similar breach or default. No waiver will be effective unless in writing and signed by the party waiving the right. 

13.6 Compliance with Laws.
Merchant is solely responsible for compliance with all laws relating to Merchant’s use of any Glasy Product, deliverable, or service provided by Glasy under these Merchant Terms, including but not limited to laws and regulations relating to privacy and export control. 

13.7 Governing Law.
This Agreement, and any issues arising under or in any way relating to these Merchant Terms, will be governed by and construed in accordance with the laws of the Province of Ontario, Canada and the federal laws of Canada therein, without regard to principles of conflicts of law or international law, including without limitation the 1980 United Nations Convention on Contracts for the International Sale of Goods, as revised, which the parties expressly agree does not apply to these Merchant Terms. 

13.8 Notices.
Any notices required to be given in writing under these Merchant Terms must be sent to the recipient’s address, e-mail or facsimile (fax) number for notices set forth below. Written notices must be sent by personal delivery, mail (with return receipt provided), major overnight delivery carrier (with return receipt provided), e-mail (only to e-mail provided below) or fax (only if a fax number is provided below). Notices will be deemed given on the actual date of delivery, as indicated by a delivery receipt, e-mail date or fax confirmation, but any notice delivered by fax must be promptly confirmed in writing using another method for giving notice provided in this section. Either party may change its address, e-mail or facsimile number for notices at any time by giving written notice to the other party as provided in this section.
Notices to be sent to Glasy:
Attention: CEO
Email: [email protected]

Notices to be sent to Merchant shall be sent to the address provided by the Merchant in setting up their Merchant account and addressed to the contact person on the same. 

13.9 Assignment; Delegation.
Unless consented to by Glasy, Merchant shall not assign or transfer these Merchant Terms, or any part of these Merchant Terms. Except as provided herein, any attempt to by Merchant to assign or transfer all or any part of these Merchant Terms without first obtaining that written consent of Glasy will be void and of no force or effect.
In the event of a change of control (where “control” means ownership of a majority (51% or more) of the outstanding voting common stock of the subject entity) of Merchant, or if Merchant is merged with, is acquired by, or acquires another entity, or undergoes a reorganization or otherwise acquires the right to process the business of another entity, each such event will be deemed an assignment by Merchant subject to this Section, and Merchant shall not permit that other entity to use the Glasy Product(s) or process any data from that entity through the Glasy Product(s) (either combined with Merchant’s data or as a separate portfolio), or otherwise make any expanded use of any Glasy Product, service, or deliverable provided by Glasy as a result of that event unless and until Glasy provides its written consent.
Notwithstanding the foregoing, Glasy has the right to assign these Merchant Terms to any Glasy Affiliate or by merger, reorganization, change of control, consolidation, or sale of all or substantially all the assets of Glasy or the applicable division or line of business, provided Glasy must require the Glasy Affiliate or controlling entity to adhere to all obligations imposed by these Merchant Terms upon Glasy with respect to that data and other information. 

13.10 Force Majeure; Cooperation.
Notwithstanding anything to the contrary in these Merchant Terms, except for Merchant’s obligations to pay amounts due under these Merchant Terms, neither party will be deemed to be in default of any provision of these Merchant Terms for any delay, error, failure, or interruption of performance due to any act of God, terrorism, war, insurrection, riot, boycott, strike, or other labor or civil disturbance, interruption of power service, interruption of communications services, problems with the Internet, epidemic, pandemic, act of any other person not under the control or direction of either party, or other similar cause. The party subject to any of the foregoing causes shall give the other party reasonable written notification of any resulting material or indefinite delay. In addition, Merchant acknowledges that Glasy’s performance under these Merchant Terms is dependent on Merchant’s Cooperation. 

13.11 No Third Party Beneficiaries.
Nothing in these Merchant Terms is to be deemed to create any right or benefit in any person not a party to these Merchant Terms. 

13.12 Article and Section Headings.
The article and section headings in these Merchant Terms are for reference only, and do not form part of these Merchant Terms. 

13.13 Interpretations.
In these Merchant Terms, words importing the singular number only include the plural and vice versa and words importing any gender includes all genders. The term “including” means “including without limiting the generality of the foregoing”, and “shall” and “will” means “must” and not “may”.

13.14 Construction; Severability.
This Agreement is not to be more strongly construed against either party, regardless of who is more responsible for its preparation. If any provision of these Merchant Terms is held to be unenforceable, unlawful, or invalid in any respect, then that provision will be deemed ineffective only to the extent of the illegality or invalidity, without invalidating the remainder of that provision or any of the remaining provisions of these Merchant Terms. If a provision is determined to be unlawful or invalid in any respect, then that provision is to be deemed severable to the extent it is unlawful or invalid, and the enforceability, validity, and lawfulness of the remaining portion of that provision or any other provision of these Merchant Terms will not be impaired.

13.15 Entire Agreement; Order of Precedence.
This Agreement, together with its Schedules and the Glasy Offering, and the General Terms of Service, represent the complete agreement of the parties and supersedes all prior or contemporaneous agreements, proposals, understandings, representations, conditions, and communications (oral or written), as well as the terms of all existing or future purchase orders and acknowledgments. Any other terms, conditions, supplements, modifications, or amendments to these Merchant Terms will not be binding upon either party unless expressly set forth in a writing signed by authorized representatives of Merchant and Glasy. In the case of any conflict between the provisions of this Merchant Terms and a Glasy Offering, with respect to the subject matter of that Glasy Offering, the provisions of the Glasy Offering control. 

13.16 Resolution of Disputes.
In the event the Parties cannot resolve the dispute within the earlier of twenty (20) days of the origination of the dispute or ten (10) days of the commencement of direct discussions between the executive representatives of the Parties, the dispute may be referred to arbitration pursuant to Arbitration Act, 1991, S.O. 1991, c. 17 (Ontario) (the “Rules”). There shall be one arbitrator selected in accordance with the Rules. The Parties shall equally share the fees of the arbitrator and the facility fees and the Parties shall each bear their own legal costs and expenses of the arbitration; provided, that the arbitrator shall have the authority to award such fees, costs and expenses in the decision of the arbitrator. The arbitration shall be conducted in English in the City of Toronto. Notwithstanding the foregoing, each Party shall have the right to seek injunctive or other equitable relief that may be related to the breach of confidentiality obligations or violation of the intellectual property rights set forth in these Merchant Terms.

13.17 Language of the Contract and Notices.
This Agreement has been executed in the English language. Any version of these Merchant Terms in any other language is solely for the convenience of the parties and will have no binding force or effect. Any notices given pursuant to these Merchant Terms must be in English. In case of a dispute concerning the intent, obligations, or performance of the parties under these Merchant Terms, this English language text alone must be used to resolve the dispute, and any proceedings or communications relating to such dispute must be in English.

Schedule A – Privacy Policy – Click Here