Merchant Terms of Service

1. Agreement By creating an account you enter into this agreement with Joorus Inc., trading as Best Webby ("Best Webby", "we"), on behalf of the business you register ("you"). If you are accepting on behalf of a company, you confirm you are authorised to bind it. 2. What the platform is Best Webby provides software for running a commerce business: storefronts, point of sale, inventory, orders and related operations. We provide the software. We do not sell your products, we do not take title to them, and we do not act as your agent in any sale you make. 3. Payments and subscription fees You connect your own payment gateway. Customer payments are made directly to you and are never held, intermediated or disbursed by Best Webby. You are the merchant of record for every sale you make. Fees, chargebacks, refunds and any resulting liability are yours. Separately from your sales, you pay us for the platform. We take no percentage of what you sell. Setup fee. Before we activate your account, you pay a one-time setup fee plus any tax that applies. It is US$999 if you sign up yourself. If you sign up through our sales team, it is the amount in the quote we approved for you. Once your account is activated, the setup fee is not refundable, except where the law requires a refund. Monthly fee, paid after each month. Your billing months start on the day your account is activated. Each one ends on the same day of the next month, or on the last day of that month if it has no such day (for example 31 January, then 28 February, then 31 March). At the end of each month we issue an invoice for that month and send a payment link to your billing email. Payment is due by 11:59 pm Toronto time on the 15th day after we issue the invoice. Every month you use is invoiced, including your first. We do not charge for time when your account was disabled under clause 13 or closed under clause 14. Invoices are issued by Joorus Inc. in the currency of your price and include any tax that applies. Your price. If you signed up yourself, your price is our published price for your plan on the day you signed up. If we agreed a price with you in writing, for example in an approved quote, that agreed price applies, and changes to our published prices do not change it. A discount appears on your invoice as its own line against the list price. If a discount is for a set number of months, the list price applies from the month after those months. Automatic payment (optional). You can choose to save a card with our payment processor. We never see or store your full card number. If you do, we charge that card for each invoice when we issue it, and we email you the amount at least 3 days before. If the charge fails, or the amount would differ from what we emailed, you pay using the payment link within the same time. You can turn automatic payment off or remove your card at any time in Billing. Accounts billed by subscription. If your account is paid through a card subscription with our payment processor rather than by the monthly invoices above, it is billed on that subscription's schedule instead: your fee is charged in advance for each billing period, and the setup fee is charged with the first payment and is not refundable once your account is activated, except where the law requires a refund. If you later move to monthly invoicing, the paragraphs above apply from then. In the price-change commitments below, a billing month means the subscription's billing period. Changes to your price. Where a change increases what you pay: - we will give you at least one month's written notice, counted from the day we send it; - it takes effect at the start of your first billing month that begins after the notice period, never partway through a month; - increases will not add up to more than 10% of your fee in any twelve-month period; - you may close your account at any time before it takes effect, without penalty, and pay only for the time you used at your current price. A reduction applies from your next invoice and needs no notice. We will not raise a price we agreed with you in writing beyond the limit above unless you accept a new quote in writing. 4. Your account You are responsible for the security of your credentials and for everything done under your account, including by your staff. Tell us promptly if you believe an account has been compromised. 5. Your content and your customers' data You keep ownership of everything you upload. You grant us only the licence needed to host, process and display it in order to operate the platform for you. Where we process personal data on your behalf, we do so as your processor under the data processing terms. 6. Your products are your responsibility You decide what you sell, to whom, and in which markets. You are responsible for the legality, safety, labelling, licensing and description of everything you list, in every country you sell into and every country your customers are in. We screen listings and may hold or remove one, as described in the acceptable use policy and the platform governance policy. Screening is a safeguard for the platform. It is not a legal review of your products, it does not make us the seller, and the fact that a listing passed screening is not our confirmation that it is lawful for you to sell. 7. Indemnity You will defend and indemnify Best Webby against claims, penalties, fines and reasonable costs arising from: a) products you list or sell, including their safety, legality, labelling and intellectual property; b) your relationship with your own customers, including their statutory rights; c) your breach of this agreement or the acceptable use policy; and d) your breach of law, licensing or regulatory obligations in any market you sell into. We will tell you promptly of any such claim and will not settle it without your agreement, which you will not unreasonably withhold. 8. No guarantee of uninterrupted service The platform is provided as it is and as available. We work to keep it running, we monitor it continuously, and we publish live component status — but we do not warrant that it will be uninterrupted, error-free, or free of every vulnerability, and we do not guarantee any particular sales result, search ranking, conversion rate or business outcome. 9. Events outside our control Neither party is liable for a failure or delay caused by something outside its reasonable control. That includes, without limitation: failures of the internet, hosting, power, DNS or certificate authorities; outages or policy changes at a third party the platform depends on; cyber attack, including denial of service; malicious acts of third parties; act of government, sanction, embargo, court order or change of law; war, civil unrest or terrorism; epidemic; fire, flood, earthquake or severe weather; and labour action beyond that party's own workforce. Affected obligations are suspended while the event continues. The affected party will tell the other as soon as it reasonably can and will work to limit the effect. If such an event materially prevents performance for more than thirty consecutive days, either party may end this agreement without liability for the suspension itself. 10. Third parties we integrate with The platform connects to services you choose — payment gateways, carriers, marketplaces, messaging and email providers, tax and accounting tools. We do not control them. Their outage, error, pricing change, policy change or withdrawal is not a breach of this agreement by us, and your relationship with them is governed by your agreement with them. 11. Security We maintain security measures appropriate to the risk, described in the platform governance policy, and we take our obligations as your processor seriously. No system is perfectly secure, and we do not warrant that the platform will never be compromised. Nothing in clauses 8, 9, 10 or this clause limits our own data protection obligations, or excuses our own negligence. Those duties stand, and are not disclaimed by any statement about matters outside our control. 12. Your data and backups We take regular backups and check that they are being produced. You can export your data at any time while your account exists, including while it is disabled under clause 13. Keep your own copy of anything you cannot afford to lose. We do not guarantee recovery of data you deleted yourself. Data deleted under clause 13 or 14 cannot be recovered; remaining copies in our backups are overwritten in our normal backup cycle. Our liability for data loss is subject to clause 15. 13. Suspension, disabling and deletion Suspension for risk. We may suspend an account that we reasonably believe is being used unlawfully, or that puts the platform or other merchants at risk. Where we can do so safely, we will tell you why and give you a chance to put it right. A suspension under this paragraph does not delete your data. Suspension of an account billed by subscription. If your account is billed by subscription under clause 3 and a payment on it fails and is still unpaid 7 days later, we may suspend your account until it is paid. That suspension does not delete your data. If the subscription then ends unpaid, we keep your data for 90 days so your account can be restored, then delete it. Disabling for non-payment. We send reminders to your billing email, and by text message or WhatsApp if you gave us a mobile number. If an invoice is still unpaid at the end of the 15th day (Toronto time) after we actually sent you its payment link, we will disable your account. While your account is disabled: - your storefronts show that the store is temporarily unavailable, with the public contact details you gave us, and cannot take new orders; - your mailboxes, automations, scheduled messages, integrations, webhooks and API access stop; - you can still sign in to view and pay your invoices and to export your data. If you pay everything that is overdue at any time before your account is deleted, your account is turned back on automatically, usually within minutes. If a payment you made is later reversed through your bank or card issuer, that amount is unpaid again. We will send you a new payment link, and the same 15 days apply. Deletion for non-payment. If your account stays disabled for 30 days, we will permanently delete it and everything in it, including stores, products, orders, customer records, content, files, domain settings and mailboxes. We will warn you at least 14, 7 and 2 days before, and we will not delete your account until we have sent each of those warnings. Deleted data cannot be recovered. We keep the invoices, payment records, and records of your acceptance of these terms and of the notices we sent you, as the law requires or as we need to show what happened. Any payment that reaches us after deletion has started is refunded. Deleting your account does not cancel what you owe for time you used. 14. Ending the agreement You may close your account at any time, except while it is disabled for non-payment under clause 13. You can export your data before you close it. When you close it, we send a final invoice for the part of the current billing month up to the moment you closed. We keep your data for 90 days in case you change your mind, then delete it. If you restore your account within those 90 days, billing resumes from the moment you restore it, and the time it was closed is not charged. We may end this agreement on reasonable notice, or immediately where clause 13 applies. If we delete an account for non-payment under clause 13, this agreement ends on the day of deletion. 15. Liability Nothing in this agreement limits liability that cannot lawfully be limited, including for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any liability that applicable law says may not be excluded. Your statutory rights are unaffected. Subject to that: neither party is liable for indirect or consequential loss, for loss of profit, revenue, goodwill or anticipated savings; and our total aggregate liability arising in any twelve-month period is limited to the fees you paid us in that period. The exclusions in this clause do not apply to your indemnity under clause 7. 16. Changes We may revise these terms. A revision is dated, given its own version, and shown to you for acceptance before you continue to use the platform. Your existing acceptance is never altered retroactively. 17. Governing law This agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable there, and the courts of Ontario have non-exclusive jurisdiction. This does not deprive you of the protection of mandatory consumer or local law in your own country where such law applies.