Terms of Service

1. SHELFPERKS MERCHANT ACCOUNT

You must register a ShelfPerks Merchant Account to use the platform. During registration, we will ask for information including your name and other personal or business details. You agree to provide complete and accurate information. After registration, we may request a business license, taxpayer identification number, or other documentation to verify your business's legitimacy.

All activity occurring under your ShelfPerks Merchant Account, including activity by persons to whom you have granted access, is your sole responsibility. We reserve the right to modify, suspend, or terminate any account registered with inaccurate, incomplete, or unverifiable information, or that does not comply with our registration requirements.

2. GRANT OF LICENSE

During the Term of this agreement and in accordance with these Terms, 2497 Inc. grants you a limited, non-exclusive, non-transferable, revocable license to access and use ShelfPerks Services.

3. USE OF PLATFORM

You may access our platform only through the user interfaces we provide. We reserve the right to suspend or terminate service if we determine our products are being used for illegal operations prohibited by law.

You authorize us to share information about you, your account, and your activities with law enforcement upon request or if we suspect your account has been used for unauthorized, illegal, or criminal purposes.

You are solely responsible for complying with all applicable federal, state, and local laws and regulations for your activities on ShelfPerks, including but not limited to taxes and fees related to sales or purchases, reporting to government authorities, and collecting applicable taxes from your customers. You are solely responsible for customer service, order fulfillment, delivery, refunds, claims, and warranties related to your activities on the platform.

4. CONTENT OWNERSHIP AND INTELLECTUAL PROPERTY

ShelfPerks Ownership

All rights, title, and interest in and to the ShelfPerks platform, including all software, code, algorithms, data models, analytics, aggregated data, user behavior data, transaction metadata, and any other data generated through or derived from the operation of the Services ("ShelfPerks Data"), are and shall remain the exclusive property of 2497 Inc. This includes all improvements, modifications, derivative works, and intellectual property rights therein. Nothing in these Terms transfers any ownership rights in ShelfPerks Data or our intellectual property to you.

We may analyze aggregated and anonymized data derived from your use of the Services to improve our products, identify trends, develop new features, and inform our business decisions, subject to our Privacy Policy.

Your Content

Content that you create, upload, or store using the Services including product information, images, descriptions, customer lists, store configurations, and business data ("Merchant Content") remains your property. You grant 2497 Inc. a limited, non-exclusive license to use, reproduce, and display your Merchant Content solely as necessary to provide, maintain, and improve the Services.

You represent and warrant that your Merchant Content does not and will not: (a) infringe any third party's intellectual property, privacy, or other rights; (b) be slanderous, defamatory, obscene, sexually explicit, violent, or otherwise objectionable; or (c) be illegal, stolen, fraudulent, or counterfeit. We reserve the right to remove any content that violates these standards, and to suspend or terminate accounts of repeat violators.

You are solely responsible for ensuring that you and anyone you grant account access to comply with all applicable legal requirements, including data protection laws, when handling personal data within your account.

Intellectual Property Infringement Reporting. We respect intellectual property rights and expect our users to do the same. If you believe that any content on the ShelfPerks platform, including the ShelfPerks Marketplace, infringes your copyright, trademark, or other intellectual property rights, please notify us by sending a written notice to support@shelfperks.com containing: (a) identification of the copyrighted work, trademark, or other intellectual property right claimed to have been infringed; (b) identification of the material that is claimed to be infringing and its location on our platform; (c) your contact information, including address, telephone number, and email address; (d) a statement by you that you have a good-faith belief that the disputed use is not authorized by the rights owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the rights owner or authorized to act on the rights owner's behalf; and (f) your physical or electronic signature. Upon receiving a valid notice, we will investigate and may remove the infringing content and/or suspend or terminate accounts of repeat infringers.

5. CONFIDENTIAL INFORMATION

Code, inventions, know-how, and business, technical, or financial information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") constitutes confidential information if identified as confidential at the time of disclosure or if it should reasonably be understood to be confidential given the nature of the information and circumstances of disclosure. Any ShelfPerks technology and information relating to ShelfPerks products is deemed our confidential information without any marking or further designation.

The Receiving Party will: (1) hold all confidential information in confidence and not disclose it to third parties; and (2) use it only for purposes of fulfilling obligations and exercising rights under these Terms. The Receiving Party may disclose confidential information to employees, agents, contractors, and other representatives with a legitimate need to know, provided they are bound by confidentiality obligations no less protective than those in this section, and the Receiving Party remains responsible for their compliance.

Standard exceptions apply for information that: (i) was rightfully in the Receiving Party's possession prior to disclosure; (ii) becomes public knowledge through no fault of the Receiving Party; (iii) is rightfully obtained from a third party without breach of any confidentiality obligation; or (iv) is independently developed by the Receiving Party's employees who had no access to the information. Disclosure required by law or court order is permitted, limited to the minimum extent necessary, with advance notice to the Disclosing Party where possible.

The Receiving Party acknowledges that disclosure of confidential information would cause substantial harm for which damages alone would not be a sufficient remedy. Accordingly, the Disclosing Party is entitled to seek equitable relief in addition to any other remedies available at law.

6. RESTRICTIONS

You may not:

• Transfer any rights granted under these Terms.
• Modify, distribute, sell, lease, or reverse-engineer any part of ShelfPerks or its related services.
• Use any automated devices, algorithms, programs, scrapers, web crawlers, spiders, bots, or equivalent automated or manual processes to access, monitor, acquire, or copy any part of ShelfPerks or 2497 Inc.'s services.
• Attempt to gain unauthorized access to any portion of the ShelfPerks platform, connected systems or networks, 2497 Inc. servers, or any services offered through the platform.
• Impose an unreasonable or disproportionately large load on our infrastructure.
• Upload any material containing corrupted data or harmful, disruptive, or destructive files.
• Post nude, partially nude, or sexually suggestive content on the platform.
• Use or benefit from the platform via rental, lease, sub-lease, timesharing, or similar arrangement.
• Use ShelfPerks trademarks, logos, or graphic symbols in a disparaging manner or without express written trademark license from 2497 Inc.

7. TERM OF AGREEMENT

The Term is the duration specified in your subscription plan, add-on plan, free-trial plan, or invoice, beginning on your registration date unless otherwise stated in writing, and ending on the expiration date or upon termination for breach or nonpayment. Automatically renewed periods ("Renewal Term") are governed by the same terms and conditions as the original Term.

8. SOFTWARE UPDATES, CHANGES, AND MAINTENANCE

We reserve the right, at any time and with or without notice, to add, remove, or change features or functionalities; suspend or discontinue the Services; automatically update software on your devices; and perform maintenance that may temporarily degrade or interrupt service.

9. TAXES

You are solely responsible for collecting all applicable sales taxes, product taxes, and fees from your customers across your retail locations, online stores, merchant websites, and ShelfPerks Marketplace channels. We may provide tools for tax estimates and reports; however, these tools are for convenience only and may not be relied upon as your sole compliance mechanism.

Canadian Tax Compliance

Merchants operating in Canada are solely responsible for registering with Canadian tax authorities and calculating, collecting, and remitting GST/HST and provincial sales taxes. ShelfPerks provides tax configuration tools for convenience only; these do not guarantee compliance. ShelfPerks does not provide Canadian tax registration, remittance, or filing services. Consult a qualified tax professional.

10. YOUR MARKETING PRACTICES

You may have access to customer information (such as name, email address, mailing address, phone number) saved under your ShelfPerks Merchant Account. Your use of this information must comply with applicable laws. 2497 Inc. is not responsible for your use of customer information for marketing, promotion, or any other purpose. You are solely responsible for the content of any messages you send to customers and for upholding any promises made to them.

You are prohibited from selling, sharing, or transferring customer information to any third party. Any unlawful, illegal, or unethical use of customer information may result in suspension or termination of all services, with or without refund, and may subject you to legal action.

11. OUR MARKETING PRACTICES

During the Term, you grant 2497 Inc. a free license to use, reference, and display your company name, store name, and trademarks in our marketing communications, including but not limited to websites, press releases, publications, social media posts, print media, and brand promotion activities.

12. GIFT CARDS

Gift cards you sell using ShelfPerks features are redeemable only from you, at all of your retail locations, for your own goods and services. You agree to comply with all applicable federal, state, and local laws governing gift cards, including maximum value, expiration dates, balance disclosure, and reporting or remittance of unclaimed balances. All gift cards and associated funds are your sole property. You bear sole liability for their use, misuse, customer service, and any third-party claims.

13. LOYALTY PROGRAMS

ShelfPerks provides tools that enable you to design, configure, and operate your own customer loyalty or rewards program ("Merchant Loyalty Program").

Your Program, Your Responsibility. You alone determine the structure of your Merchant Loyalty Program, including points values, earning rules, redemption rules, exclusions, expiration policies, and promotional terms. You are solely responsible for publishing these terms to your customers and honoring them.

Legal Compliance. You are solely responsible for ensuring your Merchant Loyalty Program complies with all applicable laws, including state requirements regarding loyalty point expiration, disclosure obligations, unclaimed property or escheatment rules that may apply to unredeemed value, and any notice-of-financial-incentive obligations under privacy laws such as the CCPA.

Our Role. ShelfPerks provides the technology that enables you to administer your Merchant Loyalty Program. We are not responsible for its design, for disputes between you and your customers regarding points, redemptions, or exclusions, or for any liability arising from your decision to modify, suspend, or discontinue your program. Loyalty program points and rewards have no cash value unless you expressly state otherwise in your own program terms and are not an obligation of ShelfPerks under any circumstance.

Account Termination. If your ShelfPerks account is terminated for any reason, responsibility for honoring, winding down, or communicating the status of outstanding loyalty balances rests with you. We may retain related records as described in our Privacy Policy, but we do not assume your obligations to your customers.

14. ECOMMERCE, MERCHANT WEBSITES, AND SHELFPERKS MARKETPLACE

Merchant Websites

When you create a merchant website using ShelfPerks features (including "Take Me Online"), you are solely responsible for all content, products, services, and transactions conducted through your website, and for ensuring compliance with all applicable laws and regulations.

ShelfPerks Marketplace

The ShelfPerks Marketplace is a platform that enables ShelfPerks merchants to list and sell products to customers. By participating, you agree that:

• You are solely responsible for the accuracy of product listings, pricing, inventory availability, and product descriptions.
• You will fulfill all orders in a timely manner and in accordance with your stated policies.
• You will provide accurate shipping and delivery information.
• You will handle customer service, returns, refunds, and disputes related to your Marketplace sales.
• You will comply with all Marketplace policies and guidelines as communicated to you.
• Participation may be subject to additional fees, commissions, or transaction charges as specified in your plan or invoices.

15. THIRD-PARTY PAYMENT PROCESSORS

You may work with third-party payment processors including Stripe, Fiserv, Helcim, Stax, Coinbase Commerce, and others to process your in-store and ecommerce payments, including payments through the ShelfPerks Hardware Store. Your relationship with any payment processor is governed by that processor's own terms and policies. We are not liable for any payment or transaction issues caused by third-party processors. Different processors have different fee structures, processing times, and terms. You may need to establish separate accounts and agreements directly with them. Cryptocurrency processing carries additional volatility, regulatory, and risk considerations that you assume by choosing it.

PCI DSS Compliance

We rely on our payment processor partners to maintain PCI DSS compliance for payment card data processing. ShelfPerks does not directly process, store, or transmit payment card data on our systems. You remain responsible for your own PCI compliance obligations related to your payment setup, customer data handling practices, and point-of-sale terminals. Consult your payment processor regarding your specific obligations.

16. THIRD-PARTY PARTNERSHIPS AND INTEGRATIONS

ShelfPerks integrates with third-party partners to provide enhanced services:

• Payment Partners — for transaction processing.
• Hardware Partners — manufacturers and suppliers of POS equipment and peripherals.
• Cloud Partners — for platform availability, data security, and scalability.
• Shipping and Logistics Partners — UPS, USPS, FedEx, and other carriers we use to fulfill Hardware Store orders, and third-party distribution networks (including warehouses and fulfillment centers) that may assist with order processing, packing, and delivery.

17. SHELFPERKS HARDWARE STORE

ShelfPerks sells point-of-sale terminals, peripherals, and related hardware through http://hardware.shelfperks.com (the "Hardware Store"), operated by 2497 Inc.

Order Acceptance

An order confirmation email acknowledges receipt of your order. It does not constitute our acceptance of your offer to purchase. A binding contract of sale is formed only when we confirm shipment or otherwise expressly accept your order.

Product Availability and Pricing

Product availability is not guaranteed. Items may be listed as available and subsequently become out of stock, discontinued, or mispriced due to error before shipment. We may cancel or partially fulfill an affected order and refund the corresponding amount. We will notify you if this affects your order.

Order Review and Cancellation

We reserve the right, in our sole discretion, to refuse, limit, or cancel any order at any time before or after confirmation where we suspect:

• Fraud or unauthorized use of a payment method.
• Bot-driven, scripted, or other automated purchasing.
• Conduct consistent with speculative bulk buying, hoarding, hedging, or resale intended to exploit stock or pricing rather than for ordinary retail use.
• Any other malpractice or violation of these Terms.

18. SHELFPERKS PARTNER PROGRAM

ShelfPerks offers a Partner Program with five paths: Technology Partner, Referral Partner, Sales Agent Partner, Reseller Partner, and Enterprise Partnership (collectively "Partners," each a "Partner"). Participation is subject to our approval in our sole discretion and to any supplemental agreement for your specific partnership path, which controls over these Terms in the event of a conflict for that relationship.

Independent Relationship

Your participation in the Partner Program does not create an employment, agency, joint venture, or general partnership relationship. You are an independent contractor with no authority to bind ShelfPerks or make representations on our behalf beyond what we authorize in writing.

Compensation

Commissions, referral bounties, revenue share, and other compensation are calculated and paid as described in your applicable partner agreement, rate card, or partner portal. We do not guarantee any minimum referral volume, conversion rate, or earnings level.

Partner-Distributed Signup Codes and Referral Data

Partners may distribute discount, promotional, or signup codes and referral links. If you sign up or purchase using a Partner's code or link, that Partner may independently hold information about your signup, including the code used, date of referral, and your contact information. That Partner's handling of such information is governed by its own privacy practices, not these Terms or our Privacy Policy. For questions about a specific code, promotion, or referral, you may need to contact the Partner directly in addition to or instead of ShelfPerks support.

Partner Representations; Independent Verification

Partners are responsible for providing accurate information about ShelfPerks products, pricing, features, and terms. A Partner who makes a false or misleading statement about ShelfPerks to a prospective or existing merchant is liable for resulting loss to the extent caused by that misstatement, and we may hold the Partner responsible under the applicable partner agreement.

ShelfPerks does not adopt or guarantee any statement made by a Partner. Before purchasing a plan, renewing a subscription, or adding any add-on or feature, you should independently verify product, pricing, and plan details at http://shelfperks.com or by contacting ShelfPerks support at support@shelfperks.com, rather than relying solely on a Partner's representation.

Referral and Influencer Disclosure Obligations

If you promote ShelfPerks as a Referral Partner, including as an influencer, content creator, or affiliate, you are solely responsible for complying with applicable advertising and endorsement laws, including U.S. Federal Trade Commission guidance requiring clear and conspicuous disclosure of your material connection to ShelfPerks (for example, "#ad" or "#sponsored").

In-App Purchase Limitation

Discount codes, signup codes, promotional codes, and referral codes provided by a Partner or reseller may be redeemed only for subscriptions purchased directly through http://shelfperks.com. They cannot be applied to purchases made through Apple App Store or Google Play in-app purchases. See "Partner Code Limitation for In-App Purchases" in Section 22 (Subscription Management and In-App Purchases) for the full terms.

Fraud and Clawback

We may withhold, delay, or reclaim commissions and may suspend or terminate your participation where we reasonably suspect fraud, self-referral, fabricated or low-quality leads, excessive cancellation rates, or any breach of the partner agreement or these Terms.

Trademark Use

We grant Partners a limited, revocable, non-exclusive license to use ShelfPerks names, logos, and approved marketing materials solely to promote ShelfPerks under this Program, subject to our brand guidelines and the Restrictions section above. This license ends immediately upon termination of Partner status.

Confidentiality

Information shared with you in connection with the Partner Program is subject to the Confidential Information section above.

Term and Termination

Either party may terminate a Partner relationship at any time. We will pay commissions accrued and payable as of the termination date on our standard payment schedule, subject to our fraud and clawback rights.

19. ENTERPRISE SOLUTIONS (SHELFPERKS XL)

Merchants subscribing to ShelfPerks XL or other enterprise-level solutions may be subject to additional terms specified in an enterprise agreement or service order. These may include customized features, dedicated account management, enhanced API access, omnichannel management, advanced analytics, and custom implementation and training. Enterprise pricing, service levels, and feature availability will be detailed in your enterprise agreement. These standard Terms apply except where specifically modified by your enterprise agreement.

20. ACCOUNT SECURITY

We cannot guarantee that unauthorized access will never occur. You are responsible for safeguarding your Merchant ID, username, password, and restricting access to your account. Notify us immediately of any suspected security breach or unauthorized use.

21. PAYMENTS AND FEES

You agree to pay all applicable fees and taxes in accordance with the terms and currency set forth on your invoice. You agree to provide accurate billing and contact information for payment verification and charging. Your payment information and related personal data may be shared with our third-party payment processing partners.

22. SUBSCRIPTION MANAGEMENT AND IN-APP PURCHASES

Web-Based Subscriptions

For subscriptions purchased directly through http://shelfperks.com, billing is processed through our payment partners. You can manage your subscription, including upgrades, downgrades, and cancellations, through your account dashboard.

Apple App Store Subscriptions (United States and Canada)

Subscriptions purchased through the Apple App Store are managed through your Apple ID account, not through ShelfPerks directly. Subscriptions automatically renew unless auto-renew is turned off at least 24 hours before the end of the current period. Your Apple account will be charged for renewal within 24 hours prior to the end of the current period. Cancellations must be made through Apple's subscription management interface; ShelfPerks cannot process iOS subscription cancellations directly. Any unused portion of a free trial period is forfeited when you purchase a subscription. Pricing may differ from web-based subscriptions due to Apple's platform fees. Purchases through the App Store are also subject to Apple's Terms of Service.

Google Play Store Subscriptions (United States and Canada)

The same provisions apply to Google Play Store subscriptions, substituting Google Play account management and Google's terms for Apple's.

Partner Code Limitation for In-App Purchases

Discount codes, signup codes, and promotional codes provided by ShelfPerks Partners or resellers are valid only for subscriptions purchased directly through http://shelfperks.com and cannot be redeemed through Apple App Store or Google Play in-app purchases.

23. FREE TRIALS AND SUBSCRIPTIONS

Unless a different trial length is stated for your specific plan or offer, the standard ShelfPerks free trial period is 14 days from your registration date. Selecting a paid plan during the trial ends the trial immediately and begins your subscription. If you select no paid plan by the end of the trial, your account moves automatically to the Free Plan. Canceling any paid subscription returns your account to the Free Plan. To stop using ShelfPerks entirely, submit a request through https://support.shelfperks.com/contact-support/.

24. REFUND POLICY

Web-Based Subscriptions

If you upgrade or downgrade your subscription, your service switches immediately and a refund for the unused portion of your prior plan will be issued. Refunds are not issued for one-time products or add-ons, or for suspensions or cancellations resulting from your breach of these Terms.

Apple App Store and Google Play Store Subscriptions

All refund requests for subscriptions purchased through the Apple App Store or Google Play Store must be submitted directly to Apple Support or Google Play Support, respectively. Refunds are subject to their sole discretion; ShelfPerks cannot process, influence, or override these decisions.

25. SWEEPSTAKES, CONTESTS, AND GIVEAWAYS

From time to time, we may run sweepstakes, contests, and giveaways. Participation is subject to the official rules published at https://www.shelfperks.com/legal/sweepstakes-rules. No purchase is necessary to enter or win any sweepstakes unless the official rules for a specific promotion state otherwise.

26. FORCE MAJEURE

Neither party shall be liable for any failure or delay in performance under these Terms due to causes beyond that party's reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation, facilities, fuel, energy, labor, or materials, pandemic, epidemic, or government lockdowns. The affected party shall promptly notify the other party of the force majeure event and shall use commercially reasonable efforts to resume performance as soon as practicable. This section does not excuse either party's obligation to pay amounts already due.

27. LIMITED LIABILITY AND INDEMNIFICATION

To the extent permitted by law, we exclude all warranties. The ShelfPerks platform and related services, including the Hardware Store and Partner Program, are provided "AS IS." We do not make specific promises about functionality, reliability, availability, or fitness for your needs, and do not guarantee that any feature or service will be free of errors or interruptions.

When permitted by law, we will not be responsible for lost profits, revenues, or data, or for indirect, special, consequential, exemplary, or punitive damages. 2497 Inc. will not be responsible for any unforeseeable loss or damages related to ShelfPerks and its services.

You will hold harmless and indemnify 2497 Inc. and its affiliates, officers, agents, and employees from any claim arising from or related to your use of ShelfPerks, including reasonable attorneys' fees and litigation costs.

28. METHOD OF COMMUNICATION

We may communicate with you by email, posting on our websites, in-product messaging, mail or express delivery, text, SMS or WhatsApp message, or notifications in the ShelfPerks mobile app.

29. GOVERNING LAW

This Terms of Service agreement is governed by the laws of the State of Delaware, without regard to any conflict of laws principles that would require the application of the laws of any other jurisdiction.

30. DISPUTE RESOLUTION

Any dispute between you and 2497 Inc. connected to your use of ShelfPerks will first be addressed through good-faith negotiation. If unresolved within 30 days, or a mutually agreed period, the parties will refer the dispute to a mediation organization appointed by the Company. If mediation fails, the dispute proceeds to arbitration before a sole arbitrator appointed by 2497 Inc.

31. MODIFICATION, COMPLIANCE, AND TERMINATION

We may modify these terms at any time to reflect changes to our Services or the law, and will post notice of modification on this page. Our delay in enforcing any term does not waive our right to enforce it later. If any term is deemed unenforceable, the remaining terms remain in effect.

Either party may terminate this agreement at any time. Termination does not relieve you of any obligation to pay outstanding fees. If we terminate, we will provide reasonable notice through our chosen communication method. If you terminate, notify us through https://support.shelfperks.com/contact-support/.

Upon termination, your access to your account and related services ends, and we are not liable for resulting loss or damages. The following sections survive termination: Content Ownership and Intellectual Property Rights, Confidential Information, Limited Liability and Indemnification, Governing Law, Dispute Resolution, and any provisions of the Hardware Store or Partner Program that by their nature should survive termination (including without limitation warranty claims, fraud and clawback rights, and partner representations).

32. ADVICE OF COUNSEL

You acknowledge that you have had the opportunity to seek independent legal counsel and have reviewed, understood, and accepted these Terms.