Terms of Service.

Acceptance of these Terms.

These Terms of Service ("Terms") form a binding agreement between you and Azality, Inc., a corporation incorporated in Canada, doing business as Groom ("Groom", "we", "us", "our").

By creating an account, accessing or using the Groom platform, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a business, you confirm that you have the authority to bind that business, and "you" means that business.

If you do not agree to these Terms, do not use the platform.

Definitions. In these Terms:

• "Platform" means the Groom software, applications, websites and services made available to you, including any branded booking application or website we provide for your business.
• "Shop" or "you" means the business that holds the account, and includes its owners, managers and staff who access the Platform.
• "Client" means an individual who books, receives or enquires about services from your Shop.
• "Client Data" means personal information about your Clients that you or your staff enter into, upload to, or generate through the Platform.
• "Subscription" means your paid plan.
• "Fees" means the amounts payable for your Subscription.

Order of precedence. If we have entered into a separate written agreement with you that conflicts with these Terms, that agreement prevails to the extent of the conflict. Our Data Processing Addendum governs our handling of Client Data and forms part of these Terms.

Your account.

You must be at least 18 years old and operating a legitimate business to open an account.

You agree to provide accurate, current and complete information when you register and to keep it up to date. You are responsible for all activity that occurs under your account and under any staff logins you create. You must keep your credentials secure and notify us immediately at Care@Groomapp.ca of any unauthorised access or suspected compromise.

We record the version of these Terms in force when your account was created and when you accept any subsequent version.

Acceptable use.

You may not use the Platform to:

• Break any law, or help anyone else break any law.
• Infringe anyone's intellectual property or privacy rights.
• Upload or transmit malicious code, or interfere with the operation or security of the Platform.
• Attempt to gain unauthorised access to any part of the Platform, any other account, or any connected system.
• Send unsolicited commercial messages, or send any message to a person who has not consented to receive it.
• Upload contact information you did not collect yourself, or that you do not have the right to use for the purpose you are using it for.
• Resell, sublicense or make the Platform available to any third party other than your own staff and Clients.
• Copy, reverse engineer or create a competing product from the Platform.

Breach of this section is a material breach of these Terms.

Free trial.

New Shops receive a free trial of thirty (30) days beginning on the day the account is created. No payment method is required to start a trial. You have full access to the features of your selected plan during the trial.

We will email you at least seven (7) days, and again at least one (1) day, before your trial ends.

Your trial does not convert automatically. To continue after the trial you must provide a valid payment method and confirm your plan. If you do not, your account will be suspended at the end of the trial and no charge will be made. Your data will be retained for thirty (30) days from the end of the trial and will then be permanently deleted.

One trial per Shop. We may shorten, withdraw or refuse a trial where we reasonably believe a Shop is opening repeat accounts to extend free access.

Fees and billing.

Currency and taxes. All Fees are stated and charged in Canadian dollars and are exclusive of applicable taxes. Sales taxes, including HST, are calculated and added at checkout and shown on your invoice.

Billing cycle. Subscriptions are billed monthly in advance. Your billing date is the anniversary of your first paid day. Your Subscription renews automatically each month until cancelled.

Authorisation. You authorise us to charge your payment method for all Fees and applicable taxes as they fall due, including on each renewal.

Failed payments. If a payment fails, we will notify you and re-attempt the charge on approximately days 1, 3 and 5 after the failed attempt. If payment has not been received within 10 days we may suspend your account.

What suspension means. During suspension for non-payment you retain read-only access to your bookings and Client list so that you can continue to run your business day to day. Booking, messaging and reporting functions may be disabled. Suspension does not cancel your Subscription and does not waive Fees that have accrued. Access is restored when payment is received.

Changing plans. If you upgrade, the change takes effect immediately and the difference is prorated across the remainder of your current billing period. If you downgrade, the change takes effect at the start of your next billing period. We do not refund the difference on a downgrade.

Cancellation. You may cancel at any time in your account settings. Your Subscription remains active until the end of the billing period you have already paid for, and does not renew. Cancelling does not entitle you to a refund of the current period except as set out in Section VII.

Price changes and rate locks.

We may change our Fees on not less than thirty (30) days' notice by email to the address on your account. A change takes effect from your next billing period after the notice period ends. If you do not want to pay the new Fee, you may cancel before it takes effect.

Rate locks. Where we have confirmed a specific rate to you in writing, including a founding rate, that rate will not increase for as long as your Subscription remains continuously active on the same plan.

A rate lock:

• Applies only to the plan and the location or locations covered by our written confirmation.
• Does not survive cancellation of your Subscription and a later new subscription.
• Does not carry over if you change plan, whether up or down.
• Does not apply to additional locations, users, or optional features added after the date of our confirmation, which are charged at our then-current rates.
• Does not transfer on a sale, merger or change of control of your business unless we agree in writing.

Refunds.

Fees are non-refundable except as required by law or as expressly set out in this section.

We do not refund partial billing periods. If you cancel, your access continues to the end of the period you have paid for.

We may decline a refund where we reasonably believe the account has breached Section III or Section IX.

Payments between you and your Clients.

Groom does not process payments.

Payments between you and your Clients are taken through your own payment terminal or payment processor, under your own agreement with that provider. We are not a party to those transactions.

Specifically:

• We are not a payment processor and are not the merchant of record for any transaction between you and your Clients.
• We do not hold, receive, transmit or control your funds at any time.
• We do not store full payment card numbers.
• We record transaction details that you or your staff enter, or that your provider reports to us where you have connected one, for the purpose of your bookings, records and reporting.
• The accuracy of any transaction record in the Platform depends on the information entered or supplied, and you are responsible for reconciling your records against your processor's records.

You are solely responsible for your prices, your taxes, your receipts, refunds to your Clients, disputed charges and chargebacks, and any fees your payment provider charges you.

Nothing in the Platform is financial, tax or accounting advice.

Messaging.

The Platform allows you to send messages to your Clients, including appointment reminders, confirmations and promotional messages.

You are the sender. For every message initiated from your account, you are the sender and you are responsible for it. We provide the means of sending; we do not decide who is messaged or what they are sent.

Your obligations. You represent, warrant and undertake that:

• You have obtained consent, whether express or implied, from each recipient as required by Canada's Anti-Spam Legislation (S.C. 2010, c. 23) ("CASL") and any other applicable law.
• You are able to evidence that consent, including when and how it was obtained, and you will provide those records to us within five (5) business days of our request.
• Every commercial message sent from your account identifies your business and includes a mailing address and a working unsubscribe mechanism.
• You will action every STOP, unsubscribe or withdrawal of consent request immediately, and in any event within ten (10) business days.
• You will not upload, import or message any contact list that you did not collect yourself, or that you obtained from a third party, a purchased list, or a previous business.
• You will comply with all applicable messaging laws in every jurisdiction into which you send.

Our rights. We may suspend messaging on your account immediately, without notice, where we reasonably believe this section has been breached or where a carrier, regulator or complaint indicates a problem. We may also set reasonable message volume limits to protect the Platform and its sending reputation.

Indemnity. You will indemnify us and hold us harmless against any claim, complaint, investigation, penalty, fine, cost or expense, including reasonable legal fees, arising from messages sent from your account or from contact data you upload.

Your data, export and our licence.

Your data is yours. You own the data you put into the Platform, including your Client Data, your bookings, your service menu and your business records. We do not sell your data and we do not sell Client Data.

Our licence. You grant us a limited, non-exclusive licence to host, store, copy, transmit, display and process your data solely to:

• Provide, maintain, secure and support the Platform for you.
• Send messages you instruct us to send.
• Produce your reports and analytics.
• Improve the Platform, provided that any data used for improvement is aggregated and de-identified so that it does not identify you, your Shop or any Client.

We do not use Client Data to train models for the benefit of other customers, and we do not use Client Data for advertising.

This licence ends when your data is deleted in accordance with Section XVII.

Export. You may export your Client list, booking history and revenue records in CSV format at any time from your account, without contacting support. We will maintain this capability for as long as your account is active and for the retention period described in Section XVII.

Data processing and privacy.

We handle two different kinds of personal information and they are governed differently.

Information about you and your staff. We are accountable for personal information about Shop owners, managers and staff who use the Platform. Our Privacy Policy explains how we handle it.

Client Data. You are accountable for personal information about your Clients. We process Client Data only on your instructions and only to provide the Platform to you. Our Data Processing Addendum sets out the terms on which we do so, including our security obligations, our use of service providers, how we assist you with your Clients' access and deletion requests, and how we notify you of any incident affecting Client Data.

You are responsible for providing your Clients with any notice, and obtaining any consent, required by law for the collection and use of their personal information through the Platform.

If a Client contacts us directly about their personal information, we will refer them to you.

Availability of the Platform.

We aim to keep the Platform available and to give reasonable notice of planned maintenance. We do not guarantee that the Platform will be uninterrupted, error-free, or available at any particular time. Access may be affected by maintenance, updates, third-party failures, or events outside our control.

Future features. Any feature described as planned, coming, on our roadmap, or in development is not part of your current Subscription. We do not commit to delivering it, to any timeline, or to including it at your current Fee.

Disclaimers.

To the maximum extent permitted by law, the Platform is provided "as is" and "as available".

We do not make and expressly disclaim all warranties, conditions and representations, whether express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, title, or non-infringement.

We do not warrant that the Platform will meet your particular requirements, that it will be error-free, that any defect will be corrected, or that any result, revenue, booking volume or business outcome will be achieved.

Our only commitment is to provide the Platform with reasonable skill and care.

Nothing in these Terms excludes or limits any liability that cannot be excluded or limited by law.

Limitation of liability.

To the maximum extent permitted by law:

• Neither party is liable for any indirect, incidental, special, punitive or consequential loss.
• We are not liable for lost profits, lost revenue, lost bookings, lost business opportunity, loss of goodwill, or loss or corruption of data, however caused.
• Our total aggregate liability to you for all claims arising out of or relating to these Terms or the Platform, whether in contract, tort, statute or otherwise, will not exceed the total amount you paid us in the twelve (12) months immediately preceding the event giving rise to the claim.

These limits apply even if a remedy fails of its essential purpose and even if we were advised of the possibility of the loss.

Indemnity.

You will indemnify, defend and hold harmless Azality, Inc., its directors, officers, employees and agents against any claim, demand, proceeding, loss, liability, penalty, cost or expense, including reasonable legal fees, arising out of or relating to:

• Your use of the Platform.
• Any data you upload to or generate through the Platform, including Client Data.
• Your breach of these Terms or of any applicable law.
• Any dispute between you and a Client, a member of your staff, or your payment provider.
• Messages sent from your account, as further set out in Section IX.

We will notify you of any claim to which this section applies and you may control the defence, provided you do not settle it in a way that imposes any obligation or admission on us without our written consent.

Events outside our control.

Neither party is liable for any failure or delay in performing its obligations, other than an obligation to pay, caused by an event beyond its reasonable control. This includes failure or interruption of hosting providers, telecommunications carriers, payment providers or internet infrastructure, and also includes natural disasters, epidemics, labour disputes, acts of government, and cyber attacks.

If such an event continues for more than thirty (30) days, either party may terminate the Subscription on written notice.

Suspension, termination and what happens to your data.

Your right to cancel. You may cancel at any time in your account settings, effective at the end of your current paid period.

Our right to suspend. We may suspend your account or any feature, in whole or in part, where:

• Fees are overdue, in accordance with Section V.
• We reasonably believe there has been a breach of Section III or Section IX, pending our investigation.
• Suspension is necessary to protect the Platform, other customers, or any person's safety or rights.
• We are required to do so by law.

Where practical we will tell you before we suspend, and we will tell you what you need to do to have access restored.

Our right to terminate. We may terminate your Subscription on thirty (30) days' notice, or immediately for material breach that is not remedied within ten (10) days of written notice.

Your data after termination. After your Subscription ends, your data remains available for export for thirty (30) days. After that period it is deleted from our active systems. Residual copies may persist in encrypted backups for up to 12 months before those backups are overwritten in the ordinary course. We retain records we are required by law to keep, including invoices and financial records, for the period required.

Survival. Sections VIII, X, XIII, XIV, XV, XIX and XX survive termination, together with any other provision that by its nature is intended to survive.

Changes to these Terms.

We may change these Terms. If a change is material we will give you at least thirty (30) days' notice by email to the address on your account, or through the Platform, before it takes effect.

Continuing to use the Platform after a change takes effect means you accept the updated Terms. If you do not accept them, you may cancel before they take effect.

Disputes and governing law.

Talk to us first. Before starting any proceeding, you agree to send us written notice to Care@Groomapp.ca describing the dispute and the resolution you are seeking, and to allow thirty (30) days for us to try to resolve it in good faith.

Chargebacks. You agree not to initiate a chargeback or payment dispute with your card issuer in respect of Fees charged under these Terms without first following the process above. Initiating a chargeback without doing so is a breach of these Terms and we may suspend your account.

Governing law and venue. These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in it. Any dispute that is not resolved under this section will be brought exclusively in the courts of Toronto, Ontario, and each party submits to the jurisdiction of those courts.

Preserved rights. Nothing in this section prevents either party from seeking injunctive or equitable relief, or from bringing a claim in small claims court.

Time limit. Any claim arising out of or relating to these Terms must be brought within one (1) year of the date the claim arose, to the extent permitted by law.

General.

Entire agreement. These Terms, together with our Privacy Policy and Data Processing Addendum, are the entire agreement between us and replace any prior discussion, proposal or representation.

Severability. If any provision is found unenforceable, it is modified to the minimum extent necessary or severed, and the rest remains in force.

No waiver. A failure to enforce any provision is not a waiver of it.

Assignment. You may not assign these Terms without our written consent, which will not be unreasonably withheld. We may assign these Terms to an affiliate or in connection with a merger, acquisition or sale of assets.

Notices. We give notice to the email address on your account, and notice is deemed received on the day sent. You give notice to us at Care@Groomapp.ca and at our address below.

Relationship. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship between us.

Language. The parties have requested that these Terms and all related documents be drawn up in English. Les parties ont demandé que la présente convention et tous les documents qui s'y rattachent soient rédigés en anglais.

Contact us.