The terms and conditions governing your use of ShelfSpace.
Effective Date: May 19, 2026
Last Updated: April 19, 2026
These Terms of Service ("Terms") constitute a legally binding agreement between you ("you" or "User") and ShelfSpace Technologies Inc. ("ShelfSpace," "we," "us," or "our") governing your access to and use of the ShelfSpace platform at ourshelf.space, the website at shelfspace.pro, and all related services (collectively, the "Service").
By creating an account 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. If you are using the Service on behalf of a business entity, you represent and warrant that you have the authority to bind that entity to these Terms.
By clicking "I Accept," "Sign Up," or any similar affirmative action within the Platform, you agree that your electronic acceptance constitutes a legally binding signature with the same force and effect as a manual wet-ink signature, in accordance with the federal Electronic Signatures in Global and National Commerce Act (ESIGN, 15 U.S.C. § 7001 et seq.) and the Uniform Electronic Transactions Act (UETA) as adopted in the applicable jurisdiction. The Platform will generate and retain an electronic record of your acceptance, including the date, time (UTC), IP address, user agent string, and the version of these Terms accepted. This electronic record shall constitute conclusive evidence of your acceptance for all purposes, including any legal proceeding.
By accepting these Terms, you acknowledge and agree that these Terms govern all transactions you conduct through the Platform, including consignment (scan-based trading) relationships, wholesale accounts payable transactions, credit memo processing, credit recovery services, and all settlement and payment activities. You further acknowledge that commercial terms established between you and other Users within the Platform (including profit splits, discount budgets, aging schedules, and shrinkage policies) constitute binding agreements between you and those Users, and that accepting a settlement payment constitutes acceptance of the terms under which it was calculated.
Service may be initiated at your request via email or other written communication prior to your acceptance of these Terms through the Platform. In such cases, your acceptance of these Terms upon first Platform login ratifies and governs all services performed from the date of your initial service request. Your email or written request to begin service constitutes authorization for ShelfSpace to begin loading data, generating analysis, and performing services on your behalf.
By using the Service, you represent and warrant on an ongoing basis that you:
You are solely responsible for ensuring that your use of the Service complies with all applicable laws and regulations, including but not limited to cannabis licensing, tracking, and reporting requirements in your state.
To access the Service, you must create an account and provide accurate, current, and complete information. You agree to:
We reserve the right to suspend or terminate accounts that contain inaccurate information or that we reasonably believe violate these Terms.
ShelfSpace may require multi-factor authentication (via email code, authenticator app, or other supported methods) as a condition of accessing certain features or portals. You are responsible for maintaining access to your registered MFA device or email address.
ShelfSpace provides a platform that facilitates financial operations between cannabis retailers and vendors, including scan-based trading (consignment), wholesale accounts payable management, and credit recovery services. The Service includes:
ShelfSpace acts solely as a Payment Technology Provider and Administrative Agent for the limited purpose of generating payment instruments. ShelfSpace is not a buyer, seller, consignor, retailer, distributor, or merchant of record with respect to any products, and is not a party to any inventory financing relationship between retailers and vendors. ShelfSpace never takes possession, custody, or control of any funds or inventory associated with the sale of products. ShelfSpace does not act as a fiduciary, escrow agent, trustee, or financial intermediary for any party, and owes no fiduciary duties to any user of the platform.
ShelfSpace offers multiple service tiers providing access to different platform modules and features. Available modules and features depend on the User's subscribed service tier. Service tier and associated pricing are communicated to each User upon account activation and may be modified by mutual agreement. ShelfSpace reserves the right to modify tier definitions and available modules with thirty (30) days' notice.
For wholesale accounts payable transactions, ShelfSpace provides payment tracking, invoice management, and payment instrument generation services only. ShelfSpace does not guarantee any vendor's performance, product quality, or delivery obligations, and does not guarantee any retailer's payment obligations to vendors. ShelfSpace is not a guarantor, surety, or co-obligor of any wholesale transaction. Users acknowledge that all purchase obligations, payment terms, and commercial terms in wholesale transactions exist solely between the applicable retailer and vendor.
The Service integrates with third-party systems connected by the User, including state cannabis track-and-trace systems (e.g., Metrc) and accounting platforms (e.g., QuickBooks Online). Users provide API credentials or authorize OAuth connections to enable these integrations. ShelfSpace syncs data from connected third-party systems continuously via scheduled background processes. Data from third-party integrations is used for settlement calculations, inventory valuation, credit recovery analysis, delivery verification, and financial reporting.
ShelfSpace is not responsible for the availability, accuracy, or completeness of data from third-party systems. ShelfSpace is not liable for third-party API rate limits, service disruptions, changes to third-party API terms, or data discrepancies between the Platform and third-party systems. Users are responsible for maintaining valid API credentials and authorizing appropriate data access. If a third-party integration is disrupted, ShelfSpace may fall back to manual data uploads at the User's discretion.
Users acknowledge that cannabis remains a Schedule I controlled substance under the federal Controlled Substances Act, and that possession, distribution, and sale of cannabis violates federal law. Users further acknowledge that financial institutions and service providers may refuse to provide services to cannabis businesses due to federal law, and that federal enforcement priorities may change without notice.
ShelfSpace does not represent or warrant that any User will maintain access to banking services, and ShelfSpace shall not be liable for any Banking Disruption Event. A "Banking Disruption Event" means any of the following: (a) closure of a User's bank account or refusal by a financial institution to process payments authorized under these Terms; (b) loss of banking access for cannabis-related reasons; (c) federal enforcement action that materially impacts banking availability; or (d) any other event that prevents normal payment processing for reasons beyond the User's reasonable control.
In the event of a change in federal law, enforcement policy, or guidance that materially affects the legality, banking availability, or regulatory treatment of cannabis business operations (a "Federal Legal Status Change"), ShelfSpace may amend these Terms and the Service to reflect the new legal environment upon thirty (30) days' notice provided via email and/or the Platform.
Under the scan-based trading model facilitated by ShelfSpace, vendors place products on consignment with retailers. Retailers pay vendors only for products sold to end consumers, as reported through integrated POS systems or state track-and-trace data. Settlements are calculated and processed on a weekly basis.
Settlement calculations are based on sales data received from integrated POS systems, state track-and-trace systems, or uploaded CSV files. While we strive for accuracy, ShelfSpace does not guarantee that source data is error-free. Both retailers and vendors are responsible for reviewing settlement reports and promptly reporting any discrepancies within five (5) business days of report generation.
ShelfSpace facilitates settlements by generating payment instruments on behalf of authorized Users, which may include remotely created checks (RCCs) as defined in Federal Reserve Regulation CC and, as made available, ACH transfers or other electronic payment methods through the Platform. ShelfSpace generates these instruments solely as an Administrative Agent and does not take possession, custody, or control of any funds.
ShelfSpace is not responsible for the rejection, delay, dishonor, or failure of any payment instrument by any banking institution or payment processor, and is not liable for any User's failure to maintain sufficient funds to honor payments when due.
Users who utilize ShelfSpace's payment instrument generation features waive any defense under UCC § 3-403 (unauthorized signature) for payment instruments issued in compliance with settlement reports and the User's standing authorization within the Platform. This waiver applies to all payment instruments generated pursuant to these Terms.
By using the Service, you acknowledge that when you initiate a transaction with another User through the Platform (such as accepting a consignment delivery, confirming a partnership, or processing a settlement), you are entering into a direct commercial relationship with that User. ShelfSpace facilitates these relationships through the Platform but is not a party to them. The commercial terms established within the Platform between you and your counterparty (including profit split percentages, discount allowances, aging schedules, and shrinkage policies) constitute the agreed-upon terms of your commercial relationship with that counterparty.
Retailers may establish partnership records within the Platform by setting commercial terms for a vendor relationship. Commercial terms set by a Retailer within the Platform are effective upon creation. Vendors are notified of partnership terms through the Platform and via email. A Vendor's acceptance of a settlement payment constitutes acceptance of the commercial terms under which that settlement was calculated. Vendors may dispute commercial terms or specific settlement calculations through the Platform's dispute process at any time. Either party may propose modifications to commercial terms through the Platform.
For consignment (scan-based trading) transactions facilitated through the Platform, the following legal framework applies:
Settlements are calculated by the Platform based on commercial terms established within the Platform and point-of-sale data provided by the Retailer. The commercial terms recorded in the Platform at the time of inventory acceptance are the agreed-upon terms for that inventory.
Each licensed retail premises operates as a separate unit within the Platform with distinct commercial terms, inventory records, and settlements per location. A default or dispute at one location does not automatically constitute a default at another location, except in cases of fraud, material misrepresentation, or repeated defaults across multiple locations. Retailers shall not transfer consignment inventory between locations without the applicable Vendor's prior written consent and compliance with all state track-and-trace requirements.
For consignment products managed through the Platform, Users appoint ShelfSpace as the exclusive platform for settlement calculation and payment instrument generation during their use of the Service. Use of a permitted backup payment method does not violate this exclusivity, provided that such payments are reported to ShelfSpace and all applicable fees are paid.
This Section 5B.2 applies only to Users who have utilized the consignment (scan-based trading) features of the Platform. During use of the Service and for twelve (12) months following termination, such Users shall not enter into scan-based trading, consignment, or deferred-purchase arrangements with any counterparty with whom they first transacted through ShelfSpace, unless facilitated through the Platform. Exceptions: (a) pre-existing commercial relationships documented prior to joining ShelfSpace; (b) standard wholesale (non-consignment, immediate-payment) transactions; (c) ShelfSpace terminated the User's access without cause. Breach of this section constitutes a material breach subject to liquidated damages as set forth in the Fee Schedule. This Section does not apply to Users who have only utilized credit recovery or wholesale accounts payable features.
If Users intentionally settle consignment transactions off-platform to avoid ShelfSpace fees, the breaching party agrees to pay liquidated damages equal to the fees that would have been due, plus ShelfSpace's reasonable investigation and enforcement costs.
Retailers using the wholesale accounts payable module may track purchase orders, record invoices, and manage payment obligations to vendors. Payment terms (e.g., Net 30, Net 45, COD) are established through partnership agreements between retailers and vendors on the platform.
ShelfSpace tracks payment obligations and due dates but does not guarantee payment between parties. Retailers are solely responsible for remitting payments to vendors in accordance with agreed-upon terms. ShelfSpace is not liable for late payments, missed payments, or disputes arising from wholesale transactions.
To the extent User utilizes ShelfSpace's payment instrument generation features for wholesale transactions (including remotely created checks and, as made available, ACH transfers or other payment methods through the Platform), User grants ShelfSpace the authority to act as its agent to generate payment instruments drawn on User's designated bank account for the limited purpose of satisfying obligations User has confirmed within the Platform. User represents and warrants that: (a) it has obtained all necessary authorizations from its financial institution to process payment instruments using the methods available through the Platform; (b) the banking and payment information provided in the Platform is accurate and current; (c) it will maintain sufficient available funds to honor payments when due; and (d) it has full authority to grant the payment authorizations contained herein.
User acknowledges and agrees that this authorization constitutes a standing, preauthorized instruction to issue payment instruments for amounts confirmed by User within the Platform, and that issuance of such instruments shall be deemed authorized under Regulation CC and applicable UCC provisions based on User's prior consent, course of dealing, and continued use of the Platform.
ShelfSpace's generation of a payment instrument does not constitute a guarantee of payment. ShelfSpace is not liable for returned, rejected, or dishonored payments for any reason, including insufficient funds, bank error, account closure, or Banking Disruption Event. If any ShelfSpace-generated payment instrument is rejected or returned for any reason other than ShelfSpace error, the paying User must remit guaranteed funds (via ACH, wire, or cashier's check) within five (5) business days of written notice, without any setoff or delay.
Users have forty-five (45) calendar days from the date of any invoice, settlement report, or payment instrument to dispute any amount. After forty-five (45) days, the amount is final and binding. For systemic errors (defined as repetitive calculation errors caused by Platform software defects affecting multiple reports), the dispute window shall be extended to one (1) year from the date of the error.
NSF Fee. If a payment instrument generated by the Platform on behalf of a User is returned for non-sufficient funds, the paying User shall pay an administrative fee of $200 ($100 allocated to the receiving party; $100 to ShelfSpace). This fee does not apply if the return was due to bank error, Banking Disruption Event, ShelfSpace error, or unauthorized payment.
Cure Period. The paying User must remit guaranteed funds (via wire, ACH, or cashier's check) within seven (7) calendar days.
Default Consequences. Failure to cure within seven (7) days or bouncing a re-issued payment results in immediate account suspension. For consignment relationships, the Vendor may exercise inventory retrieval rights as described in Section 5A.3.
Delinquency Interest. Amounts not paid when due accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower.
Retailers and vendors may create credit memos for product returns, co-marketing discounts, or other agreed-upon adjustments. Credit memos follow a defined workflow: proposed, accepted or rejected, applied against future payments, and ultimately settled. Both parties are responsible for reviewing and responding to credit memos in a timely manner.
When enabled by a retailer, ShelfSpace may automatically generate credit memos based on sales data, inventory cost data, and partnership terms. Automated credit memos include two types: (a) returns credits for product waste, damage, or destruction; and (b) co-marketing credits for products sold below expected retail margin (below-keystone pricing recovery). The primary data source for automated credit memo generation is the state track-and-trace system (e.g., Metrc); supplemental data sources (POS exports, invoice-derived costs) may be used on a case-by-case basis. Automated credit memos are subject to the same review and approval workflow as manual credit memos. Retailers are responsible for reviewing auto-generated credit memos for accuracy before approval.
ShelfSpace identifies, documents, and facilitates the recovery of vendor credits owed to retailers. Credit recovery services include analysis of sales data against wholesale costs to identify margin recovery opportunities, generation of credit memos on behalf of retailers, and communication with vendors for review and approval. ShelfSpace charges a commission fee calculated as a percentage of approved credit memo amounts, as described in Section 12. The commission fee is earned when a credit memo reaches "Approved" or "Accepted" status. ShelfSpace does not guarantee any specific recovery amount. Retailers are responsible for reviewing identified credits for accuracy.
Vendors receive credit memo proposals via email and may approve, counter-propose, or decline within the review period communicated at the time of delivery. Credit memos that are not acted upon by the vendor within the specified review period are automatically approved. Vendors are notified of pending credit memos and the applicable review deadline. Auto-approval constitutes acceptance of the credit memo amount for settlement purposes. ShelfSpace reserves the right to modify the default review period with notice to affected Users.
Credit memos that remain in a "Proposed" state without action may expire after thirty (30) days. ShelfSpace may send reminder notifications prior to expiry but is not obligated to do so.
ShelfSpace may generate monthly credit statements aggregating approved credit memos per vendor-retailer pair. Monthly credit statements serve as consolidated records for credit application. Statement amounts are binding upon delivery unless disputed within the dispute window described in Section 6.5.
You may upload sales, inventory, and transaction data to the platform via CSV files. You represent and warrant that all data you upload is accurate, complete, and lawfully obtained. ShelfSpace processes uploaded data as-is and is not responsible for errors, omissions, or inaccuracies in data you provide.
ShelfSpace may perform automated validation on uploaded data (e.g., column mapping, format checking, duplicate detection). However, such validation does not constitute verification of the underlying accuracy of your data. You remain solely responsible for the correctness of all data submitted.
ShelfSpace ingests data from third-party systems connected by the User, including state track-and-trace systems (e.g., Metrc) and accounting platforms (e.g., QuickBooks Online). Data from third-party integrations is processed as-is; ShelfSpace does not guarantee its accuracy or completeness. Users are responsible for maintaining valid API credentials and authorizing appropriate data access. ShelfSpace is not liable for data loss, corruption, or inaccuracy originating from third-party systems.
Users may upload invoice documents (PDF or image format) for automated data extraction. Invoice data is processed using artificial intelligence (Anthropic Claude API) to extract structured information including vendor names, line items, amounts, and reference numbers. AI-extracted data may contain errors; Users are responsible for reviewing and confirming extracted data before it is used for payment or record-keeping purposes. Uploaded invoice documents are stored securely and are accessible only to authorized users within the uploading organization and, where applicable, the counterparty in the transaction.
The Service includes an AI-powered assistant ("ShelfiQ") that provides platform guidance, data analysis, and answers to questions about your business data. ShelfiQ is accessible within the Platform and via email. ShelfiQ responses are generated by artificial intelligence and are provided for informational purposes only.
ShelfiQ does not provide legal, financial, tax, or regulatory advice. AI-generated responses may contain errors, omissions, or inaccuracies, including incorrect calculations, outdated information, or fabricated content ("hallucinations"). You are solely responsible for independently verifying any AI-generated output before relying on it for business decisions, regulatory compliance, or financial reporting. ShelfSpace expressly disclaims all liability for any loss or damage arising from reliance on AI-generated content, including but not limited to incorrect settlement projections, inventory recommendations, or compliance guidance.
Conversations with ShelfiQ may be stored and analyzed to improve the Service and train ShelfSpace's proprietary models. Your business data may be processed by the AI to provide contextual responses. AI-generated outputs based on your data are ShelfSpace IP as described in Section 13. Your raw business data is not shared with other users or sold to third parties. ShelfSpace's AI model provider (Anthropic) processes queries under a data processing agreement that prohibits the use of your data to train third-party models.
ShelfSpace routes certain platform-related email communications through an AI processing layer. When Users or other parties reply to platform-generated emails (e.g., credit memo notifications, payment confirmations, settlement reports), replies are received by ShelfSpace's AI system (ShelfiQ) for analysis and response generation. ShelfiQ may generate automated responses to routine inquiries, including payment status, credit memo details, and partnership terms. For complex, disputed, or sensitive matters, ShelfiQ escalates to human review before responding.
AI Interaction Disclosure. Users and recipients of platform-generated emails acknowledge that email replies to such messages may be processed and responded to by artificial intelligence. ShelfSpace will identify AI-generated responses where required by applicable law. Users may opt out of AI-processed email responses by contacting ShelfSpace; opting out may result in delayed response times.
ShelfSpace uses AI (Anthropic Claude API with vision capabilities) to extract structured data from uploaded documents including invoices, purchase orders, and delivery receipts. Document content is transmitted to Anthropic's API for processing under Anthropic's commercial data processing agreement, which prohibits use of transmitted data for model training. Extracted data is presented to Users for review before being committed to the Platform. ShelfSpace does not guarantee the accuracy of AI-extracted data.
ShelfSpace may offer an Affiliate Representative Program allowing independent contractors ("Reps") to refer potential platform participants in exchange for commission compensation. Participation in the program is governed by a separate Independent Contractor Agreement ("ICA").
Reps are independent contractors and not employees, partners, or agents of ShelfSpace. Reps may not bind ShelfSpace or make representations beyond those expressly authorized. Reps are responsible for their own tax obligations, including self-employment taxes.
You agree to:
You may not use the Service to: (a) engage in money laundering, structuring, or any activity designed to evade currency transaction reporting requirements; (b) process transactions for products or services that are not legally authorized in your jurisdiction; (c) generate payment instruments for obligations that do not arise from legitimate business transactions conducted through the Platform; (d) use the Platform's payment features to transfer funds between entities under common ownership or control for purposes unrelated to bona fide product transactions, unless such transfers are disclosed to and approved by ShelfSpace; or (e) manipulate, falsify, or misrepresent transaction data, inventory records, or settlement calculations within the Platform. Violation of this section constitutes a material breach and grounds for immediate termination.
ShelfSpace charges fees via periodic invoices. Fee schedules may vary by service tier and are communicated to each User upon account activation. The applicable fee schedule is displayed in your account settings. Custom fee arrangements may be established by written agreement.
For credit recovery services, ShelfSpace charges a commission fee calculated as a percentage of approved credit memo amounts. There is no upfront payment required for credit recovery services; fees are incurred only upon successful recovery of vendor credits (i.e., when credit memos reach Approved or Accepted status). ShelfSpace will deliver periodic fee statements detailing commission fees and any other charges owed.
Changes to your commission rate or subscription fee will be communicated via email at least thirty (30) days before taking effect. Continued use of the Service after a fee change takes effect constitutes acceptance of the new fees. Invoices are due within thirty (30) days of issuance. Fees not paid within thirty (30) days may accrue interest as described in Section 6.6.
During the evaluation period, access to certain features of the Service may be offered at no cost. We reserve the right to introduce fees upon conclusion of the evaluation period with at least thirty (30) days' notice.
The Service, including all software, source code, algorithms, data models, user interfaces, APIs, settlement calculation engines, payment instrument templates, documentation, and any related technology (collectively, "ShelfSpace IP"), is owned by ShelfSpace Technologies Inc. and is protected by copyright, trademark, trade secret, and other intellectual property laws. You may not copy, modify, distribute, sell, or lease any part of the Service or the ShelfSpace IP without our prior written consent.
Any and all modifications, enhancements, upgrades, derivative works, or improvements to the ShelfSpace Platform or ShelfSpace IP (collectively, "Improvements") created, developed, or conceived during the term of your use shall be the sole and exclusive property of ShelfSpace, regardless of whether such Improvements were: (a) suggested, requested, or informed by User's use of the Service; (b) informed by User's feedback, data, or operational patterns; (c) developed jointly or collaboratively; or (d) resulting from feature requests, support tickets, or conversations with ShelfSpace personnel.
User hereby irrevocably assigns to ShelfSpace all right, title, and interest in and to any suggestions, enhancement requests, recommendations, corrections, or other feedback provided relating to the Service ("Feedback"). ShelfSpace shall be free to use, disclose, reproduce, license, or otherwise distribute such Feedback without any obligation or compensation to User.
Nothing in these Terms or in User's use of the Service shall be construed as creating a "joint work" under the Copyright Act (17 U.S.C. § 101) or any joint ownership interest in ShelfSpace IP. All Improvements shall be deemed the sole work of ShelfSpace immediately upon creation.
All settlement reports, payment instruments, invoices, credit memos, fee statements, analytics outputs, data compilations, and transaction records generated by the Platform ("Platform-Generated Documents") are ShelfSpace IP. User receives a limited, non-exclusive, non-transferable, revocable license to use Platform-Generated Documents solely for User's internal business purposes during the term of use.
You retain ownership of all raw data you submit to the Service ("User Data"). By using the Service, you grant ShelfSpace a perpetual, non-exclusive, worldwide, royalty-free license to use, process, aggregate, and analyze de-identified and anonymized data derived from your User Data for the purpose of improving the Service, generating industry benchmarks, producing market reports, and developing new features. De-identified data that cannot reasonably be used to identify you or your business is not considered User Data and may be used and retained by ShelfSpace without restriction.
User shall not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, data structures, or underlying ideas of the ShelfSpace Platform, except to the extent expressly permitted by applicable law notwithstanding this restriction.
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
ShelfSpace does not warrant that:
ShelfSpace does not provide legal, tax, financial, or regulatory advice. You are solely responsible for determining whether your use of the Service complies with applicable laws.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SHELFSPACE AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SHELFSPACE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IN NO EVENT SHALL SHELFSPACE'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE EXCEED THE AMOUNTS YOU HAVE PAID TO SHELFSPACE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.
Without limiting the foregoing, ShelfSpace shall not be liable for: (a) any User's failure to maintain adequate funds for payment processing; (b) rejection, delay, or failure of any payment instrument by any banking institution or payment processor; (c) the quality, safety, legality, or regulatory compliance of any products transacted through the Service; (d) any dispute, claim, or liability arising from the commercial relationship between retailers and vendors; (e) regulatory fines, penalties, or enforcement actions levied against any User; (f) any loss, corruption, or inaccuracy of data uploaded by Users or transmitted from third-party integrations; (g) any Banking Disruption Event as described in Section 4.4; or (h) any tax liability arising from transactions facilitated through the Service.
The foregoing limitations shall not apply to liability arising from ShelfSpace's gross negligence or willful misconduct. For purposes of these Terms, "gross negligence" shall be strictly limited to a conscious and voluntary disregard of the need to use reasonable care, which is likely to cause foreseeable grave injury or harm.
Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you.
You agree to indemnify, defend, and hold harmless ShelfSpace and its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with:
User's indemnification obligations under this Section survive termination of these Terms. ShelfSpace shall provide prompt written notice to User of any indemnifiable claim and shall reasonably cooperate with User in the defense of such claim.
These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. Subject to the arbitration provisions below, any legal action or proceeding arising under these Terms shall be brought exclusively in the state or federal courts located in New Castle County, Delaware, and the parties hereby consent to the personal jurisdiction and venue therein.
Before filing any formal legal proceedings, you agree to first attempt to resolve any dispute informally by contacting us at chris@shelfspace.pro. We will attempt to resolve the dispute informally within sixty (60) days.
If a dispute cannot be resolved informally, you and ShelfSpace agree to resolve the dispute through binding arbitration in accordance with the JAMS Comprehensive Arbitration Rules and Procedures. The seat of arbitration shall be Wilmington, Delaware. The arbitrator shall have no authority to award punitive damages. The arbitrator's decision shall be final and binding and may be entered as a judgment in any court of competent jurisdiction. Court proceedings shall be limited to enforcing arbitration awards or seeking provisional relief.
YOU AND SHELFSPACE AGREE THAT ANY ARBITRATION OR PROCEEDING SHALL BE CONDUCTED IN YOUR OR ITS INDIVIDUAL CAPACITY ONLY, AND NOT AS A CLASS ACTION OR OTHER REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE PARTIES HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THESE TERMS.
Notwithstanding the arbitration provisions above, either party may seek temporary or preliminary injunctive relief in any court of competent jurisdiction to prevent irreparable harm, including but not limited to unauthorized use, disclosure, or misappropriation of intellectual property or Confidential Information, without the necessity of posting bond or proving actual damages as a prerequisite. Any such court proceeding shall be limited to the request for injunctive relief and shall not extend to the merits of the underlying dispute, which shall remain subject to arbitration.
We may suspend or terminate your access to the Service at any time, with or without cause, and with or without notice. Upon termination:
You may cancel your subscription at any time without penalty or termination fee by contacting us at chris@shelfspace.pro or through the Platform. Upon cancellation, no further credit memos or settlements will be generated on your behalf. Any credit memos already approved or in the vendor review pipeline will complete their lifecycle. Outstanding invoices for fees incurred prior to cancellation remain due. Cancellation does not relieve you of any obligations incurred prior to termination, including any outstanding payments.
Upon termination of a User's account where consignment inventory remains in Retailer's custody: (a) all outstanding settlements shall be processed in accordance with the standard settlement schedule; (b) Vendors may retrieve remaining unsold inventory pursuant to Section 5A.3; and (c) Retailer shall cooperate with inventory retrieval within seven (7) calendar days of a valid request. Termination does not extinguish any accrued payment obligations, settlement obligations, or the Vendor's retained title and security interest in unsold consignment inventory.
The following provisions shall survive any termination or expiration of these Terms: Section 5A (Consignment Framework and Inter-Participant Relationships), Section 5B (Platform Exclusivity and Non-Circumvention), Section 6.6 (NSF and Payment Default), Section 13 (Intellectual Property), Section 14 (Disclaimer of Warranties), Section 15 (Limitation of Liability), Section 16 (Indemnification), Section 17 (Dispute Resolution), Section 20 (Miscellaneous, including the Limitations Period and Confidentiality provisions), and any payment obligations or authorizations accrued prior to termination. All payment authorizations granted under these Terms shall survive termination with respect to obligations accrued prior to the termination effective date.
We reserve the right to modify, suspend, or discontinue the Service (or any part thereof) at any time with or without notice. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Service.
We may update these Terms from time to time. We will provide notice of material changes by posting the updated Terms on this page and updating the "Effective Date." Your continued use of the Service after changes are posted constitutes your acceptance of the revised Terms.
If you have questions about these Terms of Service, please contact us:
ShelfSpace Technologies Inc.
Email: chris@shelfspace.pro
Website: shelfspace.pro