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Terms of Use

Effective Date:

These Terms of Use (the "Agreement") govern access to and use of the Kurli platform and related services (collectively, the "Services"). This Agreement is between Kurli Inc. ("Kurli," "we," "us," or "our") and the business or other legal entity that creates an account, purchases, accesses, or uses the Services (the "Merchant," "you," or "your").

By creating an account, completing a purchase, clicking to accept this Agreement, or accessing or using the Services, the Merchant agrees to be bound by this Agreement. A person accepting this Agreement on behalf of a Merchant represents that they have authority to bind the Merchant. If the Merchant does not agree to this Agreement, it must not access or use the Services.

Business use only. The Services are intended for use by businesses and not for personal, family, or household purposes.

1. Services

1.1 Kurli Platform

Kurli provides a software-as-a-service platform designed for retail businesses. Depending on the Merchant's subscription, configuration, location, and purchased Add-Ons, the Kurli Platform may include:

  • inventory management;
  • customer relationship management;
  • multi-store management;
  • point-of-sale integrations, including supported Square integrations;
  • analytics and reporting;
  • online storefront functionality; and
  • other features, integrations, services, or capacity made available by Kurli.

Kurli may improve, modify, replace, or discontinue features from time to time. Where a planned change is expected to materially reduce the core functionality of a paid Service, Kurli will provide reasonable advance notice where practicable.

1.2 Third-Party Providers and Integrations

Kurli may use subcontractors and third-party service providers, including payment processors, hosting providers, infrastructure providers, analytics vendors, communications providers, artificial intelligence providers, and integration partners, to support the Services.

Third-party services are outside Kurli's direct control. Kurli is not responsible for outages, errors, delays, data loss, security incidents, policy changes, or other failures originating from third-party systems, except to the extent directly caused by Kurli's breach of this Agreement or failure to exercise commercially reasonable care. Kurli will make commercially reasonable efforts to address known third-party disruptions that materially affect the Services.

The Merchant must use third-party integrations only through mechanisms supported and documented by Kurli. Kurli is not responsible for loss, disruption, unauthorized access, or damage arising from unsupported, unauthorized, or improperly configured integrations or third-party services selected, configured, or used by the Merchant.

1.3 Service Availability Target

Kurli targets 99.9% monthly availability for the core Kurli Platform, excluding scheduled maintenance, emergency maintenance, third-party outages, internet or telecommunications failures, force majeure events, and suspension caused by the Merchant's acts or omissions.

This target is an operational objective and not a service-level guarantee. It does not create an entitlement to service credits, refunds, or other remedies unless Kurli expressly agrees otherwise in a separate written service-level agreement.

1.4 Support

Standard support is generally available Monday through Friday, from 9:00 a.m. to 5:00 p.m. Eastern Time, excluding statutory holidays observed by Kurli. Available support channels may include email and dashboard-integrated chat. Support availability, response times, and service levels may vary by subscription or support plan.

1.5 Backups and Service Recovery

Kurli maintains commercially reasonable backup, continuity, and recovery measures appropriate to the nature of the Services. Backups are intended for service recovery and are not a substitute for the Merchant's own recordkeeping, exports, or legally required retention practices.

Kurli does not guarantee that every item of Merchant Data can be restored in every circumstance. The Merchant remains responsible for maintaining independent copies of records that it is legally or operationally required to retain.

2. Fees, Billing, Add-Ons, Cancellation, and Refunds

2.1 Fees, Currency, and Taxes

All fees are stated and charged in Canadian Dollars (CAD) unless Kurli expressly states otherwise. Fees exclude applicable sales, use, value-added, and similar taxes. The Merchant is responsible for applicable taxes, except taxes imposed on Kurli's net income.

Before the Merchant confirms a purchase, Kurli will display the applicable price, selected quantity, billing frequency, applicable taxes or tax treatment where available, and whether the charge is recurring or one-time.

2.2 Core Subscription

Access to the Kurli Platform requires an active core subscription unless Kurli expressly provides otherwise. The core subscription is billed in advance according to the billing frequency displayed at the time of purchase, which may include monthly, annual, or another expressly disclosed billing period.

Each successful payment covers access for the applicable Billing Period. Unless otherwise stated at purchase or in a separate written agreement, the core subscription automatically renews for successive Billing Periods of the same duration until cancelled in accordance with this Agreement.

The Merchant has no commitment beyond the applicable Billing Period unless the Merchant expressly agrees to a minimum term, committed term, early-termination arrangement, or other contractual commitment in an order form or separate written agreement.

Cancelling a prepaid annual or other multi-month subscription stops its next automatic renewal but does not ordinarily shorten the Billing Period already purchased or create a prorated refund.

2.3 Add-Ons

Kurli may offer optional features, services, integrations, licences, locations, domains, capacity, usage entitlements, or other additions to the core subscription (collectively, "Add-Ons"). An Add-On may be offered as:

  1. a recurring Add-On;
  2. a one-time Add-On;
  3. a quantity-based Add-On; or
  4. another billing arrangement clearly disclosed before purchase.

Recurring Add-Ons are billed in advance and automatically renew according to the billing schedule displayed at purchase until the Add-On or the core subscription is cancelled.

2.4 Quantity-Based Add-Ons

Where an Add-On permits the Merchant to select multiple units, licences, locations, domains, integrations, or another quantity, the total charge will be calculated by multiplying the applicable unit price by the selected quantity.

For recurring quantity-based Add-Ons, the active quantity will be charged during each applicable renewal period. An increase in quantity may be charged immediately, prorated, or assigned a separate renewal date, as disclosed before the increase is confirmed.

A reduction in quantity will ordinarily take effect at the beginning of the next applicable Billing Period. Quantity reductions do not produce retroactive credits or prorated refunds unless Kurli expressly states otherwise.

2.5 One-Time and Lifetime Add-Ons

A one-time Add-On is charged once and does not automatically create a separate recurring fee for that Add-On.

Where an Add-On is described as providing "lifetime" access or service, "lifetime" means that Kurli will not charge the Merchant an additional recurring fee for that Add-On while all of the following remain true:

  1. the Add-On remains associated with the Merchant's account;
  2. the Merchant maintains any active core subscription required to access or use the Add-On;
  3. Kurli continues to operate and support the applicable feature or service; and
  4. the Merchant remains in compliance with this Agreement.

A lifetime Add-On does not guarantee that Kurli, the Kurli Platform, or a particular feature will operate indefinitely. Cancelling the core subscription may prevent use of a one-time or lifetime Add-On.

Unless otherwise disclosed at purchase, the Add-On will remain associated with the Merchant's account and may become available again if the core subscription is reactivated and the Add-On remains supported.

2.6 Trial Conversion Following an Add-On Purchase

Purchasing any paid Add-On during a free trial immediately ends the free trial unless Kurli expressly states otherwise before purchase. At the time of the Add-On purchase, the Merchant will be charged for:

  1. the applicable Add-On, including the selected quantity;
  2. the first Billing Period of the selected core subscription; and
  3. applicable taxes.

The date of that purchase becomes the start date of the Merchant's paid core subscription and determines its renewal schedule according to the selected billing frequency.

By confirming an Add-On purchase during a trial, the Merchant authorizes Kurli to end the trial, activate the paid subscription immediately, and charge the payment method on file for the amounts displayed before purchase.

2.7 Automatic Billing and Payment Authorization

By purchasing a recurring Service, the Merchant authorizes Kurli and its payment processor to charge the payment method provided by the Merchant for:

  1. the core subscription;
  2. recurring Add-Ons;
  3. selected quantities and authorized increases;
  4. applicable taxes; and
  5. other charges expressly authorized by the Merchant.

The payment method used for the initial purchase will remain the default payment method unless the Merchant changes it. The Merchant is responsible for maintaining accurate billing information and a valid payment method. Recurring charges continue until the applicable Service is cancelled.

2.8 Failed Payments

Kurli or its payment processor may retry a failed charge using the payment method on file. Because recurring Services are billed in advance, Kurli may suspend access where payment for the next Billing Period cannot be completed.

If an outstanding amount remains unpaid for fourteen (14) calendar days, Kurli may terminate the Merchant's account. Kurli may restore access after all outstanding amounts have been successfully paid. Merchant Data will be handled in accordance with Section 5.4.

2.9 Cancellation

The Merchant may cancel the core subscription or a recurring Add-On at any time through the Kurli Platform or by contacting Kurli at support@kurli.co .

Unless Kurli expressly states otherwise, cancellation takes effect at the end of the Billing Period already paid for. The Merchant may continue using the applicable Service until that date.

After cancellation takes effect:

  1. no further recurring charge will be made for the cancelled Service;
  2. access to the cancelled Service will end; and
  3. amounts already paid will not be automatically prorated or refunded.

Cancelling the core subscription also cancels recurring Add-Ons that depend on the core subscription. The Merchant remains responsible for charges incurred before cancellation took effect.

2.10 Refunds and Credits

Except where required by applicable law or expressly provided by this Agreement, fees are non-refundable. The Merchant may request a refund or credit by contacting Kurli. Submitting a request does not guarantee that a refund or credit will be provided.

Kurli may, in its discretion and after considering the circumstances, provide a full refund, partial refund, account credit, or no refund or credit. A refund or credit granted in one case is an exception and does not create an obligation to provide the same or a similar remedy in another case.

Approved refunds will ordinarily be returned to the original payment method. Processing times depend on the applicable payment processor and financial institution.

2.11 Price Changes

Kurli may change the price of a core subscription or recurring Add-On by providing at least thirty (30) days' advance notice before the new price applies.

Unless required sooner by applicable law, a tax change, or a material third-party cost change outside Kurli's reasonable control, a price change will not take effect before the Merchant's first renewal occurring after the applicable notice period.

Continued use of the affected Service after the new price takes effect constitutes acceptance of the new price. The Merchant may cancel before the new price becomes effective.

Price changes do not retroactively alter charges for one-time Add-Ons already purchased.

2.12 Third-Party Fees

The Merchant is responsible for fees charged directly by third-party providers selected or used by the Merchant, including transaction, processing, telecommunications, integration, marketplace, or gateway fees, unless Kurli expressly states that a fee is included in the price of the Services.

3. Merchant Obligations

The Merchant agrees to:

  • provide and maintain accurate, complete, and current account, billing, and business information;
  • maintain all licences, registrations, permits, consents, and approvals required for its business and its use of the Services;
  • restrict access to the Services to Authorized Users and ensure that Authorized Users comply with this Agreement;
  • protect account credentials and promptly notify Kurli of suspected unauthorized access, compromised credentials, or security incidents;
  • use the Services only for lawful business purposes and in accordance with applicable laws, regulatory requirements, and Kurli documentation;
  • ensure that it has all rights, notices, permissions, and consents required to collect, upload, disclose, transmit, and process Merchant Data through the Services;
  • not interfere with, disrupt, circumvent, damage, or misuse the Services;
  • not probe, scan, or test the vulnerability or security of the Services without Kurli's prior written authorization; and
  • not reverse engineer, decompile, disassemble, or attempt to derive source code from the Services except to the extent such restriction is prohibited by applicable law.

4. Intellectual Property

4.1 Kurli Technology

Kurli and its licensors retain all right, title, and interest in and to the Services, Kurli Platform, software, interfaces, workflows, documentation, designs, trademarks, and related technology, including all improvements and derivative works.

Except for the limited right to access and use the Services during an active subscription or other authorized period, no rights are granted to the Merchant.

The Merchant must not:

  • copy, modify, reverse engineer, decompile, disassemble, or attempt to derive source code from the Services, except where such restriction is prohibited by law;
  • resell, sublicense, rent, lease, or provide the Services to a third party except as expressly authorized by Kurli;
  • remove proprietary notices; or
  • use Kurli's name, branding, or trademarks without prior written consent.

4.2 Feedback

If the Merchant provides suggestions, ideas, or feedback concerning the Services, Kurli may use them without restriction or payment, provided Kurli does not identify the Merchant as the source without permission.

4.3 Intellectual Property Claims

Kurli will defend the Merchant against a third-party claim alleging that the unmodified Kurli Platform, when used as permitted by this Agreement, directly infringes a Canadian patent, copyright, or trademark.

This obligation applies only where the Merchant promptly gives written notice, provides reasonable cooperation, and allows Kurli sole control of the defence and settlement.

Kurli has no obligation for claims arising from Merchant Data, third-party services, unsupported modifications, combinations not supplied by Kurli, continued use after notice of alleged infringement, or use contrary to this Agreement.

Kurli may modify or replace the affected Service, obtain the right for continued use, or terminate the affected Service and refund the unused prepaid portion of the applicable Billing Period. This Section states Kurli's entire obligation for intellectual property infringement claims.

5. Merchant Data, Privacy, and Security

5.1 Merchant Data Ownership and Processing

As between Kurli and the Merchant, the Merchant retains all right, title, and interest in data, content, records, and information submitted to, transmitted through, or generated through the Services on the Merchant's behalf ("Merchant Data").

The Merchant grants Kurli a limited, non-exclusive right to host, access, reproduce, transmit, process, back up, display, and otherwise use Merchant Data only as reasonably necessary to:

  • provide and operate the Services;
  • support the Merchant and Authorized Users;
  • maintain, secure, and troubleshoot the Services;
  • prevent fraud, abuse, or misuse;
  • comply with applicable law and lawful requests; and
  • enforce this Agreement.

Kurli will not use identifiable Merchant Data to train a general-purpose artificial intelligence model, or permit a third-party artificial intelligence provider to use identifiable Merchant Data to train its general-purpose models, unless the Merchant has expressly authorized that use.

Nothing in this Section prevents Kurli from using aggregated or de-identified information in accordance with Section 5.2.

5.2 Aggregated and De-Identified Data

Kurli may generate and use aggregated or de-identified information derived from use of the Services for analytics, security, benchmarking, product development, product improvement, service reliability, and business operations, provided that the information does not reasonably identify the Merchant, an Authorized User, or an individual.

Kurli will not intentionally attempt to re-identify information that has been de-identified for use under this Section except where reasonably necessary for security, fraud prevention, legal compliance, or testing the effectiveness of de-identification safeguards.

5.3 Privacy and Security

Kurli will process personal information in accordance with its Privacy Policy and applicable privacy laws.

Kurli maintains commercially reasonable administrative, technical, and organizational safeguards designed to protect Merchant Data against unauthorized access, acquisition, use, alteration, disclosure, loss, or destruction.

If Kurli becomes aware of a confirmed security incident involving unauthorized access to, acquisition of, or disclosure of Merchant Data, Kurli will notify the affected Merchant without undue delay, subject to applicable law and legitimate law-enforcement restrictions.

Kurli will provide reasonably available information concerning the nature and circumstances of the incident and will reasonably cooperate with the Merchant to the extent necessary for the Merchant to assess and comply with applicable legal or regulatory obligations.

No system is completely secure. Kurli does not guarantee that unauthorized access, security incidents, or data loss will never occur.

The Merchant remains responsible for configuring its account appropriately, controlling Authorized User access, maintaining secure credentials, protecting devices used to access the Services, and independently retaining records required for its business or legal obligations.

Where Kurli and the Merchant enter into a separate data processing addendum or other written agreement governing the processing of personal information, that agreement will apply to the matters it expressly covers.

5.4 Data Export and Retention

During an active subscription, the Merchant may export Merchant Data using available export functionality.

Following termination or expiry of the core subscription, Kurli will ordinarily make Merchant Data available for export for thirty (30) calendar days, where technically available.

Kurli may restrict or eliminate post-termination access where the account was suspended or terminated because of unlawful activity, fraud, a material security risk, a legal or regulatory prohibition, or circumstances in which continued access could reasonably harm Kurli, another customer, or a third party.

The Merchant is responsible for exporting any Merchant Data it wishes to retain before the applicable export period expires.

After the applicable export period, Kurli may delete or anonymize Merchant Data from active production systems in accordance with its ordinary retention and deletion practices.

Kurli may retain information for longer where reasonably required for:

  • legal or regulatory compliance;
  • tax, accounting, and financial recordkeeping;
  • dispute resolution or legal proceedings;
  • fraud prevention and security;
  • backup integrity and disaster recovery; or
  • enforcement of this Agreement.

Merchant Data remaining in backups may be retained until those backups are overwritten or deleted through Kurli's normal backup rotation rather than being immediately removed from every backup copy.

6. Confidentiality

Each party may receive non-public business, technical, financial, customer, security, or other information that a reasonable person would understand to be confidential ("Confidential Information").

The receiving party will use Confidential Information only to perform obligations or exercise rights under this Agreement and will protect it using at least commercially reasonable care.

Confidential Information does not include information that the receiving party can demonstrate:

  • is or becomes public without breach of this Agreement;
  • was lawfully known without a duty of confidentiality;
  • was received lawfully from a third party without a duty of confidentiality; or
  • was independently developed without use of the disclosing party's Confidential Information.

The receiving party may disclose Confidential Information to employees, contractors, professional advisers, and service providers who need it for purposes related to this Agreement and are subject to appropriate confidentiality obligations.

The receiving party may also disclose Confidential Information where required by applicable law, court order, or governmental authority, provided it gives advance notice to the disclosing party where legally permitted and reasonably cooperates with efforts to limit the disclosure.

These confidentiality obligations continue during the Agreement and for five (5) years after termination, except that trade secrets and personal information remain protected for as long as required by applicable law or, in the case of trade secrets, for as long as the information remains a trade secret.

7. Use of Artificial Intelligence

Kurli may use artificial intelligence and machine-assisted technologies to extract, classify, organize, generate, summarize, analyze, or curate content and information in support of the Services.

Where an AI-enabled feature processes Merchant Data, Kurli may transmit the information reasonably necessary to provide that feature to third-party artificial intelligence or infrastructure providers acting on Kurli's behalf, subject to Kurli's applicable contractual, privacy, and security arrangements.

Kurli will not use identifiable Merchant Data to train general-purpose artificial intelligence models, or authorize a third-party provider to use identifiable Merchant Data to train its general-purpose models, unless the Merchant expressly agrees to that use.

Kurli may use aggregated or de-identified information for product analytics, development, evaluation, testing, and improvement in accordance with Section 5.2.

AI-generated outputs may contain errors, omissions, inaccuracies, incomplete information, or inappropriate results. AI-generated outputs should not be treated as legal, regulatory, financial, tax, inventory, accounting, or other professional advice.

The Merchant is responsible for reviewing and independently verifying AI-generated outputs before relying on, publishing, distributing, or acting upon them.

Kurli will process Merchant Data used with AI systems in accordance with this Agreement and the Privacy Policy. Kurli will not sell Merchant Data or use identifiable Merchant Data for third-party advertising.

8. Term, Suspension, and Termination

8.1 Term and Renewal

This Agreement begins when the Merchant first accepts it or uses the Services and continues until terminated.

Each recurring core subscription and recurring Add-On automatically renews for successive Billing Periods according to the billing frequency selected at purchase unless cancelled or otherwise stated in an applicable order form or separate written agreement.

8.2 Termination by the Merchant

The Merchant may terminate this Agreement at any time by cancelling the core subscription.

Unless otherwise expressly agreed, termination takes effect at the end of the current paid Billing Period. Cancellation of a prepaid annual or other multi-month subscription stops future renewal but does not ordinarily create a refund for the unused portion of the Billing Period already purchased.

The Merchant is not subject to a minimum commitment or early-termination fee unless the Merchant separately agrees to such terms in an order form or other written agreement.

8.3 Suspension or Termination by Kurli

Kurli may suspend or terminate access immediately where reasonably necessary because of:

  1. non-payment;
  2. a material breach of this Agreement;
  3. unlawful, fraudulent, abusive, or unauthorized activity;
  4. a material security risk to the Services, Kurli, another customer, or a third party;
  5. a regulatory, governmental, or legal requirement; or
  6. use that may reasonably cause material harm to Kurli, its systems, its customers, or third parties.

Where reasonably practicable, Kurli will provide notice and an opportunity to remedy a remediable breach before termination.

Kurli may also discontinue the Services or terminate this Agreement for reasons unrelated to a Merchant breach by providing at least thirty (30) days' advance notice, unless a shorter period is reasonably necessary because of applicable law, security, fraud prevention, a third-party dependency, or circumstances outside Kurli's reasonable control.

If Kurli terminates an active prepaid Service without cause before the end of the applicable paid Billing Period, Kurli will provide a prorated refund or equivalent account credit for the unused portion.

8.4 Effect of Termination

When termination takes effect:

  1. the Merchant's right to access and use the Services ends;
  2. recurring billing ends, except for charges incurred before termination;
  3. outstanding amounts remain payable;
  4. refunds are governed by Section 2.10; and
  5. Merchant Data is retained, exported, deleted, or anonymized in accordance with Section 5.4 and the Privacy Policy.

Sections that by their nature should continue after termination survive, including provisions concerning payment obligations, intellectual property, confidentiality, data retention, disclaimers, indemnification, limitation of liability, dispute resolution, and general terms.

9. Publicity

Kurli may identify the Merchant as a customer or use the Merchant's name, logo, or trademarks in marketing materials only with the Merchant's prior written consent.

The Merchant may withdraw consent for future use by written notice. Withdrawal does not require Kurli to recall, destroy, or alter materials that were lawfully produced, distributed, or published before the withdrawal became effective.

10. Indemnity

The Merchant will defend, indemnify, and hold harmless Kurli, its affiliates, and their respective directors, officers, employees, contractors, and personnel from third-party claims, damages, liabilities, penalties, costs, and reasonable legal fees arising from:

  1. Merchant Data or content supplied by or on behalf of the Merchant;
  2. the Merchant's unlawful use of the Services;
  3. the Merchant's breach of Section 3;
  4. the Merchant's violation of applicable law or regulatory requirements; or
  5. the Merchant's infringement or misappropriation of a third party's rights.

Kurli will promptly notify the Merchant of an indemnified claim, provide reasonable cooperation at the Merchant's expense, and allow the Merchant to control the defence and settlement.

The Merchant may not settle a claim in a manner that admits fault by Kurli, imposes an obligation on Kurli, requires Kurli to make a payment, restricts Kurli's operations, or fails to fully release Kurli without Kurli's prior written consent.

11. Governing Law and Dispute Resolution

11.1 Governing Law

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict-of-law principles.

11.2 Informal Resolution

Before starting formal proceedings, a party must give the other party written notice describing the dispute and allow at least thirty (30) calendar days for good-faith efforts to resolve it, unless urgent injunctive or equitable relief is reasonably required.

11.3 Arbitration

Except for a matter eligible for the Ontario Small Claims Court or a request for urgent injunctive or equitable relief, any dispute, claim, or controversy arising out of or relating to this Agreement or the Services will be finally resolved by confidential and binding arbitration seated in Toronto, Ontario, before one arbitrator, in English, under Ontario's Arbitration Act, 1991.

The parties will attempt in good faith to agree upon a qualified, independent arbitrator. If the parties do not agree on an arbitrator within fifteen (15) calendar days after either party requests arbitration, either party may seek appointment of the arbitrator in accordance with Ontario's Arbitration Act, 1991.

The arbitrator may establish reasonable procedural rules for the arbitration, including reasonable timelines for submissions, document production, and hearings.

Hearings may be conducted in person, remotely by videoconference, or using a combination of methods as determined by agreement of the parties or by the arbitrator.

The arbitrator may award any remedy available under applicable law but may not consolidate claims or conduct a class, representative, or collective proceeding.

Each party will bear its own legal costs and an equal share of arbitration fees unless the arbitrator determines otherwise or applicable law requires another allocation.

The arbitration proceedings, submissions, evidence, and award will be treated as Confidential Information except to the extent disclosure is reasonably necessary to enforce an award, obtain legal or professional advice, comply with applicable law, or pursue a permitted court proceeding.

11.4 Individual Proceedings

To the fullest extent permitted by law, disputes must be brought only on an individual basis and not as part of a class, consolidated, collective, or representative proceeding.

12. Disclaimers and Limitation of Liability

12.1 Disclaimers

To the fullest extent permitted by law, the Services are provided "as is" and "as available." Kurli disclaims all representations, warranties, conditions, and guarantees, whether express, implied, statutory, or collateral, including merchantability, fitness for a particular purpose, title, non-infringement, accuracy, uninterrupted availability, error-free operation, and results from use of the Services.

Kurli does not guarantee that the Services will satisfy every legal, tax, accounting, cannabis-regulatory, inventory, payment, privacy, recordkeeping, reporting, or other requirement applicable to the Merchant.

The Merchant remains responsible for its business decisions, regulatory compliance, transaction records, tax filings, licences, permits, recordkeeping, and independent verification of information produced or maintained through the Services.

12.2 Excluded Damages

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, consequential, exemplary, or punitive damages, or for loss of profits, revenue, anticipated savings, goodwill, reputation, business opportunity, or data, even if advised that such damages were possible.

12.3 Liability Cap

To the fullest extent permitted by law, Kurli's total aggregate liability arising out of or relating to the Services or this Agreement will not exceed the total fees paid or payable by the Merchant to Kurli for the Services during the twelve (12) months immediately preceding the event giving rise to the claim.

If the Merchant has used the Services for less than twelve (12) months, the cap will be based on the fees paid or payable during the period in which the Merchant used the Services.

12.4 Exceptions

The exclusions and limitations in this Section do not apply to liability that cannot lawfully be excluded or limited. The Merchant's payment obligations are not limited by this Section.

12.5 Time Limit for Claims

To the fullest extent permitted by applicable law, any claim arising out of or relating to this Agreement or the Services must be commenced within twelve (12) months after the claimant first knew or reasonably should have known of the facts giving rise to the claim.

13. Force Majeure

Neither party is liable for delay or failure to perform, other than payment obligations, caused by events beyond its reasonable control, including natural disasters, fire, flood, severe weather, war, terrorism, civil unrest, government action, labour disputes, epidemics, pandemics, utility failures, internet or telecommunications outages, or material cloud or infrastructure failures outside the affected party's reasonable control.

Force majeure events may also include cyberattacks or other malicious acts that could not reasonably have been prevented through the administrative, technical, and organizational safeguards required under this Agreement, and failures of third-party providers that could not reasonably have been prevented or mitigated by the affected party.

The affected party will use commercially reasonable efforts to mitigate the impact and resume performance.

If a force majeure event materially prevents an affected Service from being provided for more than thirty (30) consecutive days, either party may terminate the affected Service by written notice.

14. General Terms

14.1 Assignment

The Merchant may not assign or transfer this Agreement without Kurli's prior written consent.

Kurli may assign this Agreement in connection with a merger, acquisition, corporate reorganization, sale of substantially all assets, financing, restructuring, or transfer to an affiliate, provided that the assignee assumes Kurli's applicable obligations under this Agreement.

14.2 Changes to this Agreement

Kurli may update this Agreement prospectively by posting the revised version and changing the effective date.

Kurli will provide at least thirty (30) days' advance notice of a material change that adversely affects the Merchant's rights or materially changes fees, renewal, cancellation, data rights, dispute resolution, or limitations of liability.

Notice may be provided through the Services, by email, or by another reasonable electronic method.

A change may take effect sooner where reasonably required by applicable law, regulation, security requirements, fraud prevention, a court or governmental order, or a third-party requirement outside Kurli's reasonable control.

Continued use of the Services after an updated Agreement takes effect constitutes acceptance of the updated Agreement. If the Merchant does not agree to a material update, the Merchant may cancel the affected Service before the update becomes effective.

A separately signed agreement between Kurli and the Merchant prevails over conflicting provisions of this Agreement to the extent of the conflict.

14.3 Notices

Notices to the Merchant may be delivered to the email address associated with the Merchant's account, through the Kurli Platform, or by another reasonable electronic method.

Legal notices to Kurli must be sent to support@kurli.co and must clearly state that they are legal notices.

14.4 Entire Agreement and Order of Precedence

This Agreement, the Privacy Policy, any applicable order form, any applicable data processing addendum, and any separately executed agreement constitute the entire agreement concerning the Services and replace prior or contemporaneous discussions and understandings on the same subject.

In the event of conflict:

  1. a separately executed agreement or order form prevails over this Agreement to the extent of the conflict;
  2. an applicable data processing addendum prevails with respect to matters concerning the processing and protection of personal information that it expressly governs;
  3. this Agreement prevails over general website, sales, or marketing content.

14.5 Severability and Waiver

If a provision is found invalid or unenforceable, it will be modified to the minimum extent necessary to make it valid and enforceable where permitted by law, and the remaining provisions will continue in effect.

A failure or delay to enforce a provision is not a waiver. A waiver is effective only if in writing and signed by the waiving party.

14.6 Independent Contractors

The parties are independent contractors. This Agreement does not create a partnership, joint venture, fiduciary, agency, franchise, employment, or similar relationship between the parties.

14.7 Electronic Agreement

The parties agree that electronic acceptance, records, notices, and signatures may be used in connection with this Agreement and have the same effect as their paper equivalents to the extent permitted by applicable law.

14.8 No Third-Party Beneficiaries

Except as expressly stated in this Agreement, this Agreement is for the benefit of Kurli and the Merchant and does not confer contractual rights on any other person or entity.

15. Definitions

  • "Add-On" means an optional paid feature, service, licence, location, integration, domain, capacity unit, usage entitlement, or other addition to the core subscription.
  • "Authorized User" means an individual whom the Merchant permits to access or use the Services through the Merchant's account.
  • "Billing Period" means the period of Service covered by a recurring advance payment, including a monthly, annual, or other billing period disclosed at purchase.
  • "Confidential Information" has the meaning given in Section 6.
  • "Core Subscription" means the recurring base subscription required to access the Kurli Platform unless Kurli expressly provides otherwise.
  • "Merchant Data" has the meaning given in Section 5.1.
  • "One-Time Add-On" means an Add-On charged once rather than on a recurring basis.
  • "Recurring Add-On" means an Add-On that automatically renews and is charged at the recurring interval disclosed at purchase until cancelled.
  • "Services" means the Kurli Platform and related products, applications, features, Add-Ons, support, integrations, and services provided by Kurli.

16. Contact

Questions or legal notices concerning this Agreement may be sent to support@kurli.co .