ShopWrk Terms and Conditions

These Terms and Conditions (the "Terms") govern access to and use of the ShopWrk platform, websites, mobile applications, software, AI features, communication tools, payment features, and related services (collectively, the "Services") provided by ShopWrk Technologies Inc. ("ShopWrk," "we," "us," or "our").

ShopWrk Technologies Inc. is located at:

225 6th Avenue Southwest
Suite 2700
Calgary, Alberta T2P 1N2
Canada

Contact: support@shopwrk.com

By creating an account, signing an order form, clicking to accept, accessing, or using the Services, you agree to these Terms. If you use the Services on behalf of a business, you represent that you have authority to bind that business, and "Customer" or "you" means that business.

1. Business use only

ShopWrk is a business-to-business SaaS platform for auto styling shops and related service businesses. The Services are not intended for personal, household, or consumer use. You may use the Services only for lawful business purposes and in accordance with these Terms.

2. Accounts and authorized users

You are responsible for:

• ensuring account information is accurate and current;
• maintaining the confidentiality of credentials;
• all activity under your account;
• configuring user roles and permissions appropriately;
• promptly removing access for users who no longer need it;
• securing your devices, networks, integrations, exports, and customer-facing links; and
• notifying us promptly of suspected unauthorized access or security incidents.

You may permit employees, contractors, and other authorized personnel to use the Services for your business, but you remain responsible for their use.

3. Customer Data

"Customer Data" means information, content, files, communications, records, and materials submitted to, uploaded to, imported into, generated in, or processed through the Services by or for Customer, including End Customer data.

As between Customer and ShopWrk, Customer retains ownership of Customer Data. Customer grants ShopWrk a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, analyze, modify, and otherwise use Customer Data as necessary to provide, secure, support, maintain, and improve the Services, comply with law, enforce these Terms, and as otherwise described in our Privacy Policy.

Customer is responsible for the accuracy, quality, legality, integrity, and use of Customer Data, including how Customer collected it and whether Customer has all required notices, consents, permissions, and rights to submit and use it in the Services.

4. Privacy and data protection

Use of the Services is subject to the ShopWrk Privacy Policy. Customer is responsible for providing legally sufficient privacy notices to its own customers, employees, contractors, leads, call participants, message recipients, and other individuals whose information is processed through the Services.

For End Customer data that Customer controls, ShopWrk generally acts as Customer's service provider or processor. Customer is responsible for responding to End Customer privacy requests unless applicable law places responsibility on ShopWrk. ShopWrk will provide reasonable assistance as required by law and our agreements.

Customer must not submit sensitive personal information to the Services unless the relevant feature is designed for that type of information and Customer has a lawful basis and all required consents to do so.

5. Subscriptions, fees, and billing

Fees, plans, usage limits, billing periods, and payment terms are shown in the Services, an order form, invoice, checkout page, or other written agreement with ShopWrk.

Subscriptions renew automatically unless cancelled before the renewal date according to the cancellation method provided by ShopWrk. You authorize ShopWrk and its billing provider to charge the payment method on file for subscription fees, usage fees, taxes, overages, add-ons, credits, telecom fees, AI usage, payment-related fees, and other amounts due.

All fees are non-cancellable and non-refundable except where required by law or expressly stated in an order form or written agreement signed by ShopWrk. Cancelling a subscription stops future renewal charges but does not entitle Customer to a refund or credit for amounts already paid, unused time, usage, setup, onboarding, telecom registration, AI credits, or other fees.

Customer is responsible for taxes, duties, levies, assessments, and similar governmental charges, excluding taxes based on ShopWrk's net income.

If payment is late, fails, is reversed, or is disputed without a good-faith basis, ShopWrk may suspend or limit access to the Services, downgrade features, withhold paid features, charge late fees where permitted, recover collection costs, and terminate the account.

6. Embedded payments and subscription billing

ShopWrk uses Finix for embedded payments between shops and their End Customers, including certain invoice, deposit, saved payment method, point-of-sale, refund, dispute, payout, and settlement workflows. ShopWrk uses Stripe for ShopWrk subscription billing and related platform billing.

ShopWrk is not a bank, card network, payment processor, money transmitter, lender, or financial institution. Payment processing services are provided by third-party payment providers and financial partners subject to their own terms, underwriting, risk controls, privacy practices, network rules, and legal obligations.

Customer is responsible for:

• completing payment onboarding truthfully and accurately;
• maintaining eligibility for payment processing;
• complying with payment provider terms, card network rules, ACH/EFT rules, anti-money laundering rules, sanctions rules, tax rules, and applicable laws;
• obtaining authorization to charge End Customers;
• providing required refund, cancellation, fee, surcharge, and payment disclosures to End Customers;
• handling refunds, chargebacks, disputes, reversals, insufficient funds, fraud, and End Customer complaints;
• paying all provider fees, platform fees, chargeback fees, dispute fees, fines, penalties, reserves, holds, negative balances, and other amounts associated with its payment activity; and
• ensuring products and services sold through ShopWrk are lawful and permitted by the applicable payment provider.

Payment providers may delay, hold, reject, reverse, suspend, or terminate payments, payouts, onboarding, merchant accounts, or payment methods. ShopWrk is not liable for provider decisions, network decisions, bank decisions, settlement timing, chargebacks, reserves, holds, or failed transactions.

7. Communications, SMS, email, and telephony

ShopWrk uses Telnyx and related telecom infrastructure to support calling, SMS, MMS, number purchasing, number porting, 10DLC/A2P registration, messaging profiles, campaign registration, delivery status, call recording, voicemail, transcription, and voice AI features.

Customer is solely responsible for using communication features lawfully, including compliance with Canada's Anti-Spam Legislation (CASL), the Telephone Consumer Protection Act (TCPA), CAN-SPAM, state telemarketing and text messaging laws, call recording laws, privacy laws, telecom carrier rules, 10DLC/A2P requirements, and industry codes of conduct.

Customer must:

• obtain and document all required consents before sending messages, making calls, using autodialed or automated technologies, sending marketing, sending payment reminders, recording calls, using voice AI, or processing call transcripts;
• provide required disclosures, identification, and unsubscribe or opt-out mechanisms;
• honor opt-outs, revocations, quiet hours, do-not-call requests, and unsubscribe requests;
• use truthful sender information and message content;
• avoid prohibited or high-risk content under carrier, provider, or legal rules;
• keep compliance registration information accurate and current; and
• ensure staff and automations follow Customer's communication policies.

ShopWrk may block, throttle, suspend, filter, or refuse communications that we believe may violate law, provider rules, carrier rules, these Terms, or platform integrity requirements.

ShopWrk communication features are not designed for emergency calling, emergency dispatch, crisis response, or life-safety use. Customer must maintain separate emergency communication methods.

8. AI features

The Services may include AI-assisted features, including chat, drafting, summarization, search, classification, recommendations, workflow automation, configuration assistance, SMS AI, voice AI, document analysis, lead handling, and analytics.

Customer is responsible for reviewing and approving AI outputs before relying on them, sending them, publishing them, using them to make decisions, or taking action based on them. AI outputs may be inaccurate, incomplete, outdated, biased, offensive, or unsuitable for Customer's use.

Customer must not use AI features:

• for unlawful, deceptive, discriminatory, harmful, or abusive purposes;
• to make decisions that produce legal or similarly significant effects about a person without appropriate human review and legal compliance;
• as a substitute for legal, tax, financial, employment, medical, safety, or other professional advice;
• to generate or send messages without required consents or disclosures;
• to impersonate a person without authorization;
• to process information Customer is not permitted to provide to ShopWrk or model providers; or
• for emergency, life-safety, or high-risk uses.

ShopWrk uses AI providers and routing infrastructure to provide AI features. ShopWrk does not authorize foundation-model providers to train their general models on Customer Data. Unless Customer opts out by contacting support@shopwrk.com, ShopWrk may use de-identified content, aggregated information, product telemetry, AI usage telemetry, feedback, evaluation data, and derived signals to improve, train, test, evaluate, and monitor ShopWrk's own models, prompts, retrieval systems, safety systems, automations, and AI-powered product features. Opt-outs apply prospectively after processing and do not affect aggregated or de-identified materials already created.

AI features may be limited, unavailable, changed, or discontinued based on model availability, provider policies, legal requirements, safety controls, usage limits, or account status.

9. Integrations and third-party services

The Services may allow Customer to connect third-party services, including calendars, CRM tools, advertising platforms, lead sources, email services, payment providers, telecom providers, storage tools, analytics tools, and other integrations.

Customer authorizes ShopWrk to access, exchange, process, and store information from connected services as needed to provide the integration. Customer is responsible for the third-party accounts it connects, the permissions it grants, and compliance with third-party terms. ShopWrk is not responsible for third-party services, their availability, their data practices, their acts or omissions, or changes to their APIs.

10. Acceptable use

Customer must not:

• violate law or third-party rights;
• use the Services for fraud, spam, phishing, harassment, threats, hate, exploitation, deceptive practices, unlawful marketing, or unlawful surveillance;
• upload malicious code or attempt unauthorized access;
• interfere with the security, integrity, availability, or performance of the Services;
• reverse engineer, scrape, crawl, benchmark, or copy the Services except as permitted by law or written agreement;
• bypass usage limits, billing controls, security controls, compliance controls, or access restrictions;
• submit content that is unlawful, infringing, defamatory, obscene, abusive, or otherwise harmful;
• use the Services to build a competing product or service;
• sell, resell, sublicense, rent, or time-share the Services unless authorized in writing;
• use payment or telecom features for prohibited products, prohibited message content, or prohibited industries under provider rules; or
• use the Services in a way that could harm ShopWrk, other customers, providers, networks, carriers, payment systems, or the public.

We may investigate suspected violations and may suspend or terminate access where we reasonably believe Customer has violated these Terms or created risk for ShopWrk, Customers, End Customers, providers, or third parties.

11. Customer-facing pages and generated legal text

The Services may help Customer create public pages, consent forms, privacy language, terms language, SMS compliance pages, AI-generated compliance drafts, payment disclosures, invoice notes, templates, or other customer-facing content.

Customer is responsible for reviewing, approving, customizing, maintaining, and legally validating that content. ShopWrk does not provide legal advice, and generated or template language may not satisfy Customer's specific legal obligations.

12. Intellectual property

ShopWrk and its licensors own the Services, software, designs, workflows, interfaces, technology, documentation, templates, models, prompts, analytics, improvements, and other ShopWrk materials, including all related intellectual property rights.

Except for the limited right to use the Services during an active subscription, these Terms do not grant Customer any ownership rights in ShopWrk materials.

Customer owns Customer Data. Customer is responsible for ensuring it has rights to all Customer Data and instructions submitted to the Services.

If Customer provides feedback, suggestions, ideas, bug reports, or improvement requests, ShopWrk may use them without restriction or compensation.

13. Confidentiality

Each party may receive non-public business, technical, financial, security, product, or other confidential information from the other party. The receiving party must use confidential information only to perform or receive the Services and must protect it using reasonable care. Confidentiality obligations do not apply to information that is public through no fault of the receiving party, already known without confidentiality obligation, independently developed, or lawfully received from a third party.

A party may disclose confidential information where required by law, provided it gives notice where legally permitted.

14. Security and backups

ShopWrk uses reasonable safeguards designed to protect the Services. Customer is responsible for configuring account access, permissions, integrations, exports, public links, and devices securely.

Customer should maintain its own backup copies of important business records exported from the Services. ShopWrk is not responsible for Customer's failure to maintain independent records required for legal, tax, employment, payment, telecom, or business purposes.

15. Availability and support

ShopWrk aims to provide reliable Services but does not guarantee uninterrupted, error-free, or always-available access unless a separate written service level agreement applies. The Services may be unavailable due to maintenance, updates, provider outages, network issues, security events, force majeure events, or other reasons.

Support is provided through the channels, hours, and plans made available by ShopWrk. We may modify support offerings over time.

16. Beta features and changes

ShopWrk may offer beta, preview, experimental, or early-access features. These features may be incomplete, unstable, unsupported, changed, or discontinued at any time. Customer uses beta features at its own risk.

ShopWrk may modify, add, remove, limit, or discontinue features, providers, plans, pricing, usage limits, and Service functionality from time to time. If a change materially reduces paid core functionality during a subscription term, Customer's sole remedy is to stop using the affected feature or cancel at the end of the then-current term, unless otherwise required by law or agreed in writing.

17. Suspension and termination

ShopWrk may suspend or terminate access to the Services if:

• Customer breaches these Terms;
• fees are overdue, disputed without a good-faith basis, reversed, or unpaid;
• Customer's use creates security, legal, telecom, payment, provider, network, or platform risk;
• required provider accounts, payment accounts, telecom registrations, or integrations are rejected, suspended, or terminated;
• Customer becomes insolvent or ceases business;
• continued access would violate law or provider requirements; or
• suspension is necessary to protect ShopWrk, Customers, End Customers, providers, networks, or the public.

Customer may stop using the Services at any time, but cancellation and refund rights are governed by Section 5.

After termination, Customer's right to access the Services ends. ShopWrk may delete, de-identify, archive, or retain Customer Data according to the Privacy Policy, applicable law, provider obligations, backup practices, and our legitimate business needs.

18. Disclaimers

To the maximum extent permitted by law, the Services are provided "as is" and "as available." ShopWrk disclaims all warranties, conditions, and representations, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, uninterrupted operation, security, and error-free performance.

ShopWrk does not warrant that the Services, AI outputs, payment processing, telecom delivery, message delivery, call quality, integrations, analytics, automations, or provider services will be accurate, complete, uninterrupted, timely, compliant for Customer's specific use, or free from harmful components.

Customer is responsible for evaluating whether the Services meet Customer's legal, operational, tax, accounting, employment, telecom, payment, and compliance requirements.

19. Limitation of liability

To the maximum extent permitted by law, ShopWrk will not be liable for indirect, incidental, special, consequential, exemplary, punitive, or enhanced damages, or for lost profits, lost revenue, lost goodwill, lost data, business interruption, replacement services, or loss of business opportunity, even if advised of the possibility of those damages.

To the maximum extent permitted by law, ShopWrk's total liability for all claims arising out of or relating to the Services or these Terms will not exceed the amounts paid by Customer to ShopWrk for the Services giving rise to the claim during the 12 months before the event giving rise to liability.

The limitations in this section apply regardless of the theory of liability, including contract, tort, negligence, strict liability, statute, or otherwise. Some jurisdictions do not allow certain exclusions or limitations, so some of the above may not apply.

20. Indemnification

Customer will defend, indemnify, and hold harmless ShopWrk, its affiliates, officers, directors, employees, contractors, providers, and agents from and against claims, damages, losses, liabilities, fines, penalties, costs, and expenses, including reasonable legal fees, arising out of or related to:

• Customer Data;
• Customer's products or services;
• Customer's use of the Services;
• Customer's breach of these Terms;
• Customer's violation of law or third-party rights;
• Customer's communications, calls, recordings, messages, marketing, or consent practices;
• Customer's payment activity, refunds, disputes, chargebacks, fraud, fees, or prohibited transactions;
• Customer's employment, contractor, payroll, tax, or compensation practices;
• Customer's connected integrations or third-party accounts; or
• Customer's failure to provide required notices, obtain required consents, or honor privacy or opt-out requests.

ShopWrk may control the defense of any matter subject to indemnification, and Customer must cooperate reasonably.

21. Governing law and disputes

These Terms and any dispute, claim, or controversy arising out of or relating to the Services are governed by the laws of Alberta and the federal laws of Canada applicable in Alberta, without regard to conflict of law principles.

Before starting a formal proceeding, the parties will try to resolve disputes informally by emailing support@shopwrk.com with a description of the dispute and requested resolution. If the dispute is not resolved within 30 days, either party may begin a formal proceeding.

Except for claims that may be brought in small claims court and claims seeking injunctive or equitable relief for misuse of intellectual property, unauthorized access, confidentiality breach, or security risk, disputes will be finally resolved by confidential binding arbitration seated in Calgary, Alberta, Canada, in English, before one arbitrator under the Arbitration Act (Alberta) and the applicable rules of the ADR Institute of Canada, unless the parties agree otherwise in writing.

Each party may bring claims only on its own behalf and not as a plaintiff or class member in any class, collective, representative, consolidated, or private attorney general proceeding. The arbitrator may not consolidate claims or preside over a representative or class proceeding unless both parties agree in writing.

If the arbitration agreement or class waiver is found unenforceable for a particular claim, that claim may be brought only in the courts located in Calgary, Alberta, Canada, and the parties consent to the exclusive jurisdiction of those courts for that claim.

22. U.S. government and export compliance

Customer must comply with applicable export control, sanctions, anti-corruption, anti-money laundering, and trade compliance laws. Customer must not use the Services in or for embargoed countries, sanctioned parties, prohibited end uses, or prohibited end users.

23. Notices

ShopWrk may provide notices through the Services, email, account messages, billing notices, or by posting updated terms or policies. Customer notices to ShopWrk must be sent to support@shopwrk.com unless another notice method is required by a signed agreement.

24. Changes to these Terms

ShopWrk may update these Terms from time to time. If we make material changes, we will provide notice by posting the updated Terms, updating the "Last updated" date, sending notice, or using another reasonable method. Continued use of the Services after updated Terms become effective means Customer accepts the updated Terms, subject to applicable law.

If Customer does not agree to updated Terms, Customer must stop using the Services and cancel before the next renewal.

25. Miscellaneous

These Terms, together with any order form, invoice terms, signed agreement, product-specific terms, and policies incorporated by reference, form the entire agreement between Customer and ShopWrk regarding the Services.

If any provision is unenforceable, the remaining provisions will remain in effect. Failure to enforce a provision is not a waiver. Customer may not assign these Terms without ShopWrk's prior written consent, except to a successor in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets, provided the successor is not a competitor of ShopWrk and assumes Customer's obligations. ShopWrk may assign these Terms as part of a merger, acquisition, financing, reorganization, sale of assets, or by operation of law.

Neither party is liable for delay or failure caused by events beyond its reasonable control, including acts of God, labor disputes, internet or telecom failures, provider outages, payment network failures, government actions, war, terrorism, civil unrest, epidemics, natural disasters, or security incidents not caused by the affected party's breach.

Sections that by their nature should survive termination will survive, including payment obligations, confidentiality, intellectual property, Customer Data licenses needed for wind-down and legal compliance, disclaimers, limitations of liability, indemnities, dispute terms, and miscellaneous provisions.