Merchant Terms of Service

1.1 Eligibility: To access and use the Services, you must register for a Jazzberry account (“Account”). By creating an Account, you confirm that you are (a) at least 18 years old or the age of majority in your jurisdiction; (b) legally capable of entering into binding contracts; and (c) using the Services for lawful purposes.

1.2 Account Registration: You must provide accurate, complete, and up-to-date information during registration, including your full legal name, business address, phone number, a valid email address, and any other information indicated as required. You agree to keep your information updated to maintain its accuracy.

1.3 Account Responsibility: You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. Jazzberry cannot and will not be held liable for any loss or damage arising from your failure to safeguard your credentials.

1.4 Prohibited Uses: You agree not to (a) share your account credentials with unauthorized individuals; (b) use the Services for fraudulent or unlawful purposes; and (c) circumvent or bypass security measures implemented by Jazzberry.

2.1 Account Ownership: The individual or business entity registering for the Services will be designated as the “Account Owner” and will hold primary responsibility for the account and its associated users. The Account Owner is solely responsible for any data or activity linked to their account.

2.2 Subaccounts and Authorized Users: The Account Owner may invite additional users, such as administrative staff, to collaborate on specific files or projects. Authorized users must comply with these Terms of Service, and the Account Owner assumes responsibility for their actions within the platform.

2.3 Activation Requirements: Jazzberry reserves the right to require verification of the Account Owner’s identity or business credentials before activating the account. This may be done through certain third party partners, at the sole discretion of Jazzberry.

3.1 Confidential Information: In connection with the Services, each party (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”). Subject to Section 3.2, “Confidential Information” means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party’s technology, trade secrets, know-how, business operations, plans, strategies, customers, intellectual property, User Data, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, whether or not marked, designated, or otherwise identified as “confidential”.

3.2 Exclusions: Confidential Information does not include any information that (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information being disclosed or made available to the Receiving Party in connection with these Terms of Services; (b) was or becomes generally known by the public other than by the Receiving Party’s or any of its Representatives’ noncompliance with these Terms of Services; (c) was or is received by the Receiving Party on a non-confidential basis from a third party that to the Receiving Party’s knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; (d) was or is independently developed by the Receiving Party or its Representatives without reference to or use of any Confidential Information; (e) was at the time of disclosure in the possession of the Receiving Party or any of its Representatives and was obtained without an obligation of confidence; or (f) is intentionally released for disclosure by the Disclosing Party or with the Disclosing Party’s prior written consent.

3.3 Protection of Confidential Information: As a condition to be provided with any disclosure of or access to Confidential Information, the Receiving Party shall: (a) not make any unauthorized use or disclosure, in whole or in part, of the Confidential Information or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with these Terms of Service; (b) except as may be permitted under Section 3.4, not to disclose or permit access to Confidential Information other than to those who (i) need to know such Confidential Information for purposes of the Receiving Party’s exercise of its rights and performance of its obligations under and in accordance with these Terms of Service; (ii) have been informed of the confidential nature of the Confidential Information; and (iii) are subject to confidentiality duties or obligations to the Receiving Party which are no less restrictive than the terms applicable to the Confidential Information under these Terms of Services; (c) protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as the Receiving Party would protect its own Confidential Information, but in no event with less than a commercially reasonable degree of care; and (d) promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure.

3.4 Permitted Disclosure: Notwithstanding the foregoing, Jazzberry may access or disclose Your Confidential Information if: (a) to perform under or enforce the terms of these Terms of Service, including instructing a third party for collection of outstanding amounts owed by You hereunder; (b) to protect the security or integrity of the Services; (c) in connection with a change of control or a potential change of control of Jazzberry; or (d) compelled by applicable law, provided that reasonable measures are used to preserve the confidentiality of the Confidential Information being disclosed and the Disclosing Party is provided reasonable notice of same.

3.5 Publicity: You hereby grant Jazzberry a non-exclusive, worldwide, royalty-free and fully paid license to use, display, mention Your name, logo and/or mark in Jazzberry marketing material and statements (whether oral or in writing) including any press release, external advertising, marketing or promotion materials regarding the Service or its business for the duration that You are in contract with Jazzberry. You may withdraw this license at any time by emailing support@jazzberry.ca.

3.6 Commitment to Confidentiality: Jazzberry acknowledges the sensitive nature of the data shared through its platform. We are committed to safeguarding your Confidential Information through industry-standard encryption protocols and secure storage methods.

3.7 Compliance with Privacy Laws: Jazzberry complies with Canadian privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and applicable provincial regulations. By using the Services, you confirm that you have obtained necessary consents to share client information on the platform.

3.8 User Responsibilities: You agree to (a) use the Services in compliance with all applicable data privacy laws; (b) obtain appropriate consents from your clients or other parties before uploading their information; and (c) notify Jazzberry promptly in the event of any suspected data breaches involving your account.

4.1 Data Accuracy and Legality: You represent and warrant that (a) all data and documentation you upload are accurate and comply with applicable laws; and (b) You hold the necessary rights or authorizations to upload and share the data with third parties through the platform.

4.2 Prohibited Activities: You agree not to (a) upload malicious code, viruses, or unauthorized software; (b) use the platform for illegal, unethical, or unauthorized activities; (c) exploit the Services in a manner that violates intellectual property rights.

4.3 Client Relationships: You acknowledge that Jazzberry acts as a platform provider and does not mediate or assume responsibility for relationships between you and your clients, nor the accuracy of data you share.

5.1 Subscription Plans: Jazzberry offers various subscription plans, which may include tiered access levels or additional services. Details of pricing and features are outlined on our website.

5.2 Payment Obligations: Fees are charged on a recurring basis unless otherwise specified. Payments must be made using a valid payment method, and you agree to keep your payment information current. Failure to pay fees when due may result in suspension or termination of your account. Taxes: All fees are exclusive of applicable taxes. You are responsible for determining and remitting any required taxes related to your use of the Services.

6.1 Ownership of Services: All intellectual property rights in and to the Services, including but not limited to software, design, graphics, and other related materials, are and will remain the exclusive property of Jazzberry. Nothing in these Terms of Service transfers or assigns any ownership rights in the Services to you.

6.2 Feedback. From time to time, You may choose to submit comments, information, questions, data, ideas, description of processes, or other information to Jazzberry (“Feedback”). Jazzberry may in connection with the Services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information or intellectual property, and nothing in these Terms of Service limits Jazzberry’s right to independently use, develop, evaluate, or market products, whether incorporating Feedback or otherwise.

6.3 User Data: You retain ownership of all data, files, and documentation that you upload to the Services (“User Data”). By uploading User Data, you grant Jazzberry a non-exclusive, royalty-free, worldwide license to use, store, and process such data solely for the purpose of providing the Services.

6.4 Restrictions: You may not reproduce, modify, distribute, or create derivative works based on any part of the Services unless expressly authorized in writing by Jazzberry.

Similarly, Jazzberry will not use your User Data for any purpose other than delivering the Services, in compliance with our Privacy Policy.

7.1 No Warranties: The Services are provided “as is” and “as available” without any warranties, express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose.

7.2 Indirect Damages: UNDER NO CIRCUMSTANCES SHALL JAZZBERRY BE LIABLE TO YOU UNDER OR IN CONNECTION WITH THESE TERMS OF SERVICES UNDER ANY LEGAL OR THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, PROFITS OR BUSINESS, COSTS OF DELAY, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION.

7.3 Liability Cap: TO THE EXTENT PERMITTED BY LAW, JAZZBERRY’S TOTAL LIABILITY TO YOU FOR ANY CLAIMS ARISING UNDER THESE TERMS OF SERVICE IS LIMITED TO THE AMOUNT YOU HAVE PAID TO JAZZBERRY IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7.4 Indemnification: You agree to indemnify and hold Jazzberry harmless from any claims, damages, or expenses arising out of (a) Your breach of these Terms of Service; (b) Your violation of applicable laws or third-party rights; or (c) any disputes between you and any third party.

8.1 Termination by You: You may terminate your account at any time by contacting Jazzberry Support. When your termination will take effect will depend on your subscription plan.

8.2 Termination by Jazzberry: Jazzberry reserves the right to terminate or suspend your account without prior notice if (a) You violate these Terms of Service; (b) Your account is inactive for an extended period; (c) You fail to make payment of Fees as required under these Terms of Service; or (d) Jazzberry determines, at its sole discretion, that your continued use of the Services poses a risk to the platform or other users.

8.3 Effect of Termination: Upon termination, your access to the platform will cease, and your data may be deleted in accordance with Jazzberry’s data retention policies.

Notwithstanding anything to the contrary herein, Jazzberry may retain Confidential Information (a) solely to the extent and for so long as required by applicable law; or (b) in its backups, archives, and disaster recovery systems until such Confidential Information is deleted in the ordinary course, provided all such information described in this section remain subject to the confidentiality requirements of these Terms of Services.

9.1 Amendments: Jazzberry may update these Terms of Service from time to time. We will notify you of material changes via your Primary Email Address or through a notice on the platform. Continued use of the Services after changes are made constitutes your acceptance of the updated Terms. It is your responsibility to regularly review these Terms of Service to stay informed of any updates.

9.2 Outage Policy: YOU ACKNOWLEDGE AND UNDERSTAND THAT JAZZBERRY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE AND THAT JAZZBERRY MAY OCCASIONALLY EXPERIENCE DISRUPTION DUE TO INTERNET DISRUPTIONS OR DISRUPTIONS THAT ARE NOT WITHIN IT’S CONTROL. ANY SUCH DISRUPTION SHALL NOT BE CONSIDERED A BREACH OF THESE TERMS OF SERVICES.

9.3 Assignment: These Terms of Services may not be transferred or assigned by either party without the prior written consent of the other party, whose consent may not be unreasonably withheld or delayed. Notwithstanding the foregoing, Jazzberry may transfer or assign these Terms of Services in the event of a sale, merger or other transfer of substantially all of its business and assets, without the other party’s consent. These Terms of Services shall enure to the benefit of and be enforceable by the parties hereto and their permitted successors and assigns.

9.4 Notice: All legal notices to Jazzberry shall be in writing and addressed to the attention of CEO at support@jazzberry.ca unless notified otherwise. All notices shall be in English and shall be effective upon actual receipt, except for notices sent by e-mail or other electronic means, which shall be deemed to have been received the day after such notices are sent.

9.5 Force Majeure: Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its reasonable control including, but not limited to, pandemic or epidemic, earthquake, flood, fire, storm or other natural disaster, act of God, labor controversy or threat thereof, civil disturbance or commotion, act of terrorism, disruption of the public markets, war or armed conflict or the inability to obtain sufficient material, supplies, labor, transportation, power or other essential commodity or service required in the conduct of its business, including internet access, or any change in or the adoption of any law, ordinance, rule, regulation, order, judgment or decree.

9.6 Relationship: These Terms of Services shall not be construed as creating any partnership, joint venture, or agency among the parties and no party shall be deemed to be the legal representative of any other party for the purposes of these Terms of Services. No party shall have and shall not represent itself as having, any authority to act for, to undertake any obligation on behalf of any other party, except as expressly provided in the Agreement.

9.7 Governing Law: These Terms of Service are governed by the laws of the Province of Alberta and the federal laws of Canada. Any disputes will be resolved exclusively in the courts of the Province of Alberta.

9.8 Contact Information: If you have any questions about these Terms of Service, please contact us at support@jazzberry.ca.