Last updated: January 1, 2025
These Terms of Service ("Terms") constitute a legal agreement between you (either an individual or an entity, "you" or "Customer") and SuppTraq ("SuppTraq", "we", "us", or "our") governing your access to and use of the SuppTraq software-as-a-service platform (the "Service"). By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, do not use the Service.
These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict of law principles.
SuppTraq provides a cloud-based franchise management platform designed for supplement retail operations, including but not limited to sales analytics, inventory management, budget tracking, and operational reporting (collectively, the "Service").
3.1 Account Creation: Access to the Service is by invitation only. We will create user accounts for authorized personnel designated by your organization. You are not permitted to self-register for an account.
3.2 Account Security: You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to notify us immediately of any unauthorized access to your account.
3.3 Accurate Information: You agree to provide accurate, current, and complete information during the account setup process and to update such information to keep it accurate, current, and complete.
You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree not to:
5.1 Customer Data: You retain all rights, title, and interest in and to your business data, sales records, inventory data, and other information you upload to or process through the Service ("Customer Data").
5.2 Privacy Compliance: Our collection, use, and disclosure of personal information is governed by our Privacy Policy and complies with Alberta's Personal Information Protection Act (PIPA) and, where applicable, Canada's Personal Information Protection and Electronic Documents Act (PIPEDA).
5.3 Data Storage: Customer Data is stored on secure servers provided by Neon (serverless PostgreSQL) and may be stored in data centers located in Canada, the United States, or other jurisdictions. We implement appropriate technical and organizational measures to protect your data.
5.4 Data License: You grant us a limited license to access, use, and process Customer Data solely to provide the Service and as described in our Privacy Policy.
6.1 Service Ownership: The Service, including all software, algorithms, user interfaces, and documentation, is owned by SuppTraq and protected by Canadian and international copyright, trademark, and other intellectual property laws.
6.2 Limited License: Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes.
6.3 Trademarks: "SuppTraq" and related logos are trademarks of SuppTraq. You may not use our trademarks without our prior written consent.
7.1 Uptime: We strive to maintain 99.9% uptime for the Service, excluding scheduled maintenance and force majeure events. However, we do not guarantee uninterrupted or error-free operation.
7.2 Maintenance: We may perform scheduled maintenance with reasonable advance notice. Emergency maintenance may be performed without notice.
7.3 Support: Support services, if any, will be provided according to the support terms agreed upon in your service agreement.
8.1 Subscription Fees: Fees for the Service will be as agreed upon in your service agreement or as communicated to you by SuppTraq.
8.2 Payment Terms: All fees are payable in Canadian Dollars (CAD) unless otherwise specified. Payment is due according to the payment terms specified in your invoice or service agreement.
8.3 Taxes: All fees are exclusive of applicable federal and provincial taxes (including GST/HST). You are responsible for paying all applicable taxes.
8.4 Late Payment: Late payments may be subject to interest charges at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is lower) from the due date until paid.
9.1 Term: These Terms commence when you first access the Service and continue until terminated in accordance with this Section.
9.2 Termination for Convenience: Either party may terminate the Service with 30 days' written notice.
9.3 Termination for Cause: We may suspend or terminate your access immediately if you breach these Terms, fail to pay fees when due, or engage in fraudulent or illegal activities.
9.4 Data Retention: Upon termination, we will retain your Customer Data for 30 days to allow you to retrieve it. After 30 days, we may permanently delete your Customer Data unless legally required to retain it.
9.5 Survival: Sections pertaining to intellectual property, confidentiality, limitation of liability, and dispute resolution shall survive termination.
10.1 Service Warranty: We warrant that the Service will perform substantially in accordance with its documentation under normal use.
10.2 DISCLAIMER: EXCEPT AS EXPRESSLY PROVIDED IN SECTION 10.1, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE.
11.1 Limitation: TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SUPPTRAQ BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11.2 Cap on Liability: OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE FEES PAID BY YOU FOR THE SERVICE DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
11.3 Essential Purpose: THE LIMITATIONS IN THIS SECTION APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
You agree to indemnify, defend, and hold harmless SuppTraq and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or related to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any rights of another party; or (d) your Customer Data.
13.1 Governing Law: These Terms shall be governed by and construed in accordance with the laws of the Province of Alberta and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provisions.
13.2 Jurisdiction: Any legal action or proceeding arising out of or related to these Terms shall be brought exclusively in the courts located in Alberta, and you consent to the personal jurisdiction of such courts.
13.3 Informal Resolution: Before filing any formal action, the parties agree to attempt to resolve any dispute through good faith negotiations for a period of at least 30 days.
We reserve the right to modify these Terms at any time. We will provide notice of material changes by email or through the Service at least 30 days before the changes take effect. Your continued use of the Service after the effective date of the revised Terms constitutes your acceptance of the changes. If you do not agree to the revised Terms, you must stop using the Service.
15.1 Entire Agreement: These Terms, together with our Privacy Policy and any service agreement, constitute the entire agreement between you and SuppTraq regarding the Service.
15.2 Severability: If any provision of these Terms is found to be unenforceable, the remaining provisions will remain in full force and effect.
15.3 Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term.
15.4 Assignment: You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction.
15.5 Force Majeure: Neither party shall be liable for any failure or delay in performance due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, pandemics, or internet service provider failures.
If you have any questions about these Terms of Service, please contact us through the Service or via email at the address provided in your service agreement.