Point of Sale Hardware Integration Agreement

Last Updated: January 7, 2020

1. Introduction.
   1. This point of sale integration agreement (this “Integration Agreement”) forms part of a binding contract between you and Lovingly Canada, ULC, (“we,” “us” or “Lovingly”), with a principal place of business located at 885 West Georgia St. STE 1500, Vancouver, BC V6C 3E8.
   2. This Interface Agreement governs your use of Lovingly’s point of sale integration tools (the “POS Integration Tools”) to connect your card reader, cash drawer and other point of sale hardware with your web-based Lovingly account. This integration will help you to seamlessly manage your offline sales through your Lovingly account and will help Lovingly improve its ability to support and grow your business.
   3. This Integration Agreement incorporates the documents and terms described in Section 2 below. Specifically, your right to use the POS Integration Tools is granted pursuant to the Retailer Terms of Service. This Integration Agreement, together with such incorporated documents and terms is referred to collectively as this “Agreement.”
2. Incorporated Documents; Conflicts.
   1. This Integration Agreement incorporates the following documents by reference:
      1. the Retailer Terms of Service;
      2. the Point of Sale Services Agreement; and
      3. any other agreements, exhibits, appendices, addenda or other terms incorporated by reference in any of these agreements.
   2. If there is any conflict between the terms of this Integration Agreement, the Retailer Terms of Service or any other incorporated terms or documents, such terms or documents will have the following order of precedence (from most to least controlling):
      1. this Integration Agreement (for matters pertaining exclusively to your use of the POS Integration Tools);
      2. the Point of Sale Services Agreement (for all other matters specifically pertaining to point of sale services);
      3. the Retailer Terms of Service; and
      4. any other terms or document incorporated herein.
3. Definitions.
   1. “Customer” means any individual or entity that has browsed, inquired about or purchased your products or services.
   2. “Customer Data” means information, images, text, files, materials, content and other data that Customers have transmitted, uploaded or sent to you, including but not limited to, names, addresses, phone numbers, email addresses, and card messages.
   3. “Point of Sale Services Agreement” means that certain agreement by and between you and Lovingly governing your use of Lovingly’s suite of point-of-sale services.
   4. “Retailer Terms of Service” means the terms of service located at https://www.lovingly.com/legal/ca/retailer-terms, which describe the general terms of the commercial relationship between you and Lovingly.
4. Use of POS Integration Tools.
   1. You hereby represent and warrant that you have all necessary right, title and interest
      1. to process any Customer Data that you collect at your point of sale; and
      2. to install and use the POS Integration Tools on your point of sale hardware or system.
   2. To the extent that Customer has granted you any right, title, interest or license to use Customer Data, you hereby extend such right, title, interest or license to Lovingly to the fullest extent allowable by law. In addition, you shall not object to Lovingly’s use of Customer Data to provide or improve the Services, market to Customers, or to detect and analyze fraud. Notwithstanding the foregoing, neither you nor Lovingly shall use any Customer Data in a manner that violates the Privacy Policy
   3. Neither you nor Lovingly shall use any Customer Data in a manner that violates the privacy policy located at https://www.lovingly.com/legal/privacy-policy/; and
5. Warranty Disclaimer. THE POS INTEGRATION TOOLS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITH NO REPRESENTATION OR WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, LOVINGLY AND ITS EMPLOYEES, MANAGERS, OFFICERS AND AGENTS (COLLECTIVELY, THE “LOVINGLY PARTIES”) DISCLAIM ANY IMPLIED OR STATUTORY WARRANTY, INCLUDING ANY IMPLIED WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTY ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. THE LOVINGLY PARTIES MAKE NO WARRANTY OF ANY KIND THAT THE POS INTEGRATION TOOLS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.
6. Limitation of Liability.
   1. No Consequential or Incidental Damages. IN NO EVENT SHALL ANY OF THE LOVINGLY PARTIES BE LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION WITH YOUR USE OF THE POS INTEGRATION TOOLS OR ANY BREACH OF THIS INTEGRATION AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT LOVINGLY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.
   2. Maximum Liability. IN NO EVENT SHALL THE LOVINGLY PARTIES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS INTEGRATION AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID BY YOU TO LOVINGLY PURSUANT TO THIS AGREEMENT IN THE LAST CALENDAR YEAR PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
   3. If Remedy Fails Essential Purpose. THE LIMITATION OF LIABILITY PROVISIONS SET FORTH IN THIS SECTION 6 SHALL APPLY EVEN IF YOUR REMEDIES UNDER THIS INTEGRATION AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
7. Acknowledgement. You acknowledge and agree that the parties entered into this Integration Agreement in reliance upon the limitations of liability set forth in Section 6, that the same reflect an allocation of risk between the parties, and that the same form an essential basis of the bargain between the parties.