Sticky Cards Corp. - Terms of Service.

1. Term and Termination

1.1 Term: The agreement commences on the Effective Date and continues for "the period specified in the Service Order or default to a one-month term if no period is specified." Automatic renewal occurs monthly unless either party provides written non-renewal notice before term end. Subscribers may cancel with 30 days notice; prepaid fees remain non-refundable.

1.2 Additional Orders: The parties may execute additional or amended Service Orders for upgraded services, tiers, or packages. Additional orders align with current term renewal unless stated otherwise.

1.3 Annual Plan with Trial Period: Annual plan subscribers receive "a 90-day trial period, allowing them to terminate anytime within this period with immediate effect" during the initial term only.

1.4 Termination for Cause: Either party may terminate if the other materially breaches and fails to cure within 30 days of written notice.

1.5 Effect of Termination: Upon termination, unpaid fees become immediately due. All subscriber rights terminate. Provisions regarding outstanding payments, confidentiality, data protection, and liability survive termination.

2. Services

2.1 Provision of Services: Sticky Cards provides agreed-upon Hosted Services and applicable Supplemental Services during the term, subject to the Agreement and Service Order.

2.2 Push Notifications Only: "Sticky Cards provides wallet-based push notifications only, without additional credit fees for messaging services." SMS or MMS may be introduced separately if legally feasible with transparent fee disclosure.

2.3 Product Roadmap: Sticky Cards reserves discretion to modify Services. "Sticky Cards is not obligated to provide ongoing access to specific features."

3. Obligations of the Parties

3.1 Hosted Services: Sticky Cards grants subscribers and Authorized Users "a nonexclusive, non-transferable right to access and use the Hosted Services." Subscribers bear responsibility for all Authorized User actions and must maintain account confidentiality.

3.2 Support Services: Sticky Cards provides support per the purchased plan outlined in the Service Order via designated email addresses or help desks with variable response times.

3.3 Supplemental Services: Additional services are governed by terms in applicable Supplemental Service Orders.

4. Usage Restrictions and Federal Cannabis Law Compliance

4.1 Subscriber Restrictions: Subscribers agree to refrain from sublicensing, republishing, unlawful use, or harmful activities including reverse engineering or unauthorized access.

4.2 Federal Cannabis Law: "Violation of federal cannabis laws alone, without violating other applicable laws or Agreement terms, will not constitute a breach as long as the Subscriber complies with local, state, or Canadian laws regarding cannabis."

5. Uptime and Service Level Agreement (SLA)

5.1 Monitoring and Notification: Sticky Cards monitors uptime and maintains high standards. Automated email notifications occur during rare downtime events, with applicable service credits.

5.2 Service Level Credits: Service level credits may apply if uptime falls below specified thresholds per Documentation.

5.3 Exclusions: SLA excludes issues beyond Sticky Cards' control including subscriber equipment, third-party systems, or force majeure events. "Scheduled maintenance will not exceed six (6) hours per month."

6. Fees, Taxes, and Payment Terms

6.1 Fees: All subscription, credit, and other charges are due per the Service Order. "All fees are non-refundable, and payments must be made promptly." Late payments may incur interest.

6.2 No Additional Processing Fees: "Subscription fees include all applicable costs; Sticky Cards covers credit, debit, and ACH processing fees." Payments are processed through Stripe.

6.3 Taxes: Subscribers bear responsibility for applicable taxes and fees, excluding Sticky Cards' income tax.

7. Use of Other Messaging Services

7.1 Opt-Out Responsibility: Subscribers may use alternate messaging services simultaneously with Sticky Cards but must communicate consumer opt-outs from other platforms to Sticky Cards for compliance maintenance.

8. Telephone Consumer Protection Act (TCPA) Compliance

8.1 Responsibility for Messaging: "The Subscriber is solely responsible for all messaging campaigns and compliance with TCPA, regardless of Sticky Cards' involvement." Subscribers indemnify Sticky Cards against claims arising from messaging activities.

8.2 Opt-Out Mechanism: Sticky Cards provides opt-out mechanisms, though subscriber responsibility for TCPA compliance remains.

9. Confidentiality

Both parties maintain confidentiality of received information, using it solely for customer service and technical support purposes. "Confidential information does not include information that is publicly known, independently developed, or shared by a third party without restriction." Sticky Cards obtains explicit consent before publicly sharing subscriber confidential information.

10. Privacy and Data Security

10.1 Subscriber Privacy Obligations: Subscribers represent compliance with applicable data protection laws in collecting, transferring, and using Subscriber Data.

10.2 Sticky Cards Privacy Obligations: Sticky Cards complies with data protection standards including "industry-standard information security practices, and does not sell or share Subscriber Personal Information without consent." Data is deleted upon request or agreement termination.

10.3 Data Breach Notification: "Sticky Cards will notify the Subscriber within three (3) days of any data breach affecting Subscriber Personal Information."

11. Indemnification

11.1 Mutual Indemnity: Each party indemnifies the other for claims arising from gross negligence or willful misconduct.

11.2 Subscriber Special Indemnity: Subscribers indemnify Sticky Cards against claims from Subscriber Data misuse, messaging activities, or privacy obligation failures.

11.3 Sticky Cards Special Indemnity: Sticky Cards defends subscribers against intellectual property infringement claims and may modify, replace, or terminate services if necessary.

12. Limitation of Liability

"Sticky Cards disclaims liability for indirect, consequential, or punitive damages and limits liability to fees paid in the preceding twelve (12) months or $1,000,000, whichever is less."

13. Dispute Resolution

All agreement disputes resolve through arbitration under the Federal Arbitration Act (FAA) in Ontario, Canada. Each party covers their own legal costs, and disputes must be filed individually, not as class actions.

14. Miscellaneous Terms

The agreement, governed by Ontario law, constitutes the entire agreement. "Changes to terms will be communicated at least twenty (20) days in advance." Parties fulfill obligations unless prevented by uncontrollable events. Subscribers grant Sticky Cards a revocable license to use their logos for advertising purposes.

15. Use of Third-Party Resellers

"Sticky Cards may offer its services to End Users through authorized reseller partners who integrate and manage the Sticky Cards platform within their own systems." Users acknowledge personal data and customer data processing by Sticky Cards when accessed via resellers. Sticky Cards handles personal data per its Privacy Policy and applicable law using industry-standard security measures.

16. Notices

All official notices require email delivery to designated addresses on the Hosted Services page.