The terms and conditions governing your use of ShelfSpace.
Effective Date: 10/21/2026
Last Updated: 10/21/2026
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 "Platform"), the website at shelfspace.pro, and all related services, including managed services performed by ShelfSpace personnel (collectively, the "Service"). In these Terms, "Retailer" means a User that operates a licensed cannabis retail business, "Vendor" means a User that supplies products to Retailers, and "Payer" has the meaning given in Section 6B.1.
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, and your acceptance binds that entity and each of its licensed locations that uses the Service.
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 is admissible as evidence of your acceptance for all purposes, including any legal proceeding, and is presumed accurate absent clear evidence of error.
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 and payment services ("ShelfPay"), accounts receivable services ("ShelfCollect"), 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, aging schedules, credit policies, 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.
Paid services, pricing, and any committed term are set out in an "Order," which may be a signed ShelfSpace Master Services Agreement or order form, a written proposal or email that you accept, or the plan and rate shown to you in the billing settings of your account. If these Terms conflict with an Order, the Order controls as to the pricing, fees, term, and scope of paid services it describes, and these Terms control as to everything else, except that Section 17 controls over any conflicting dispute-resolution provision in an Order. A payment authorization you sign within the Platform (such as a bank-transfer or check authorization) controls as to the authorization it grants. The Independent Contractor Agreement governs a Rep's relationship with ShelfSpace. Commercial terms that a Retailer sets for its vendor relationships within the Platform are terms between that Retailer and its vendors, not between those parties and ShelfSpace.
You agree that ShelfSpace may provide all agreements, notices, disclosures, statements, invoices, fee statements, settlement reports, credit memos, and other communications to you electronically, by email to the addresses on file for your account, through the Platform, or by posting to shelfspace.pro, and that such electronic delivery satisfies any legal requirement that the communication be in writing. You are responsible for keeping your contact email addresses current and for ensuring that ShelfSpace communications are not blocked by your email systems; a communication is deemed delivered when sent to an address on file or posted to your account. You may withdraw this consent only by closing your account, because the Service cannot be provided on paper. You may download or print any record available in the Platform, and may request a copy of any agreement you accepted by contacting us.
If you provide data to ShelfSpace before opening an account, including through an evaluation, assessment, or onboarding link, you authorize ShelfSpace to receive, load, and analyze that data to prepare the evaluation, and these Terms and our Privacy Policy govern that data from the moment you provide it. Evaluation results are estimates based on the data provided and are not a guarantee of any recovery, savings, or result. If you do not become a customer, ShelfSpace will handle evaluation data as described in the Privacy Policy.
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, text message 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, phone number, or email address.
You may permit your employees and your outside professionals (such as a bookkeeper or accountant) to access your account ("Authorized Users"). You are responsible for all acts and omissions of your Authorized Users and for promptly removing access for anyone who should no longer have it. Actions taken under your account, including approvals, payment authorizations, and responses to credit memos, are binding on you.
If you choose to receive one-time security codes by text message, you consent to receive automated text messages from ShelfSpace at the number you provide, solely for authentication and account security. Message and data rates may apply. You may stop text messages by switching to another authentication method in your account settings.
ShelfSpace provides software and related managed services that support financial operations between licensed cannabis retailers and vendors. The Service may include, as made available to you:
ShelfSpace provides the Service as a technology and administrative services provider. ShelfSpace acts as a User's limited agent only to the extent expressly stated in these Terms: for communications sent on your behalf under Section 4.7, for the administration of credit memo terms under Section 7.4, for ShelfPay payment services under Sections 6 and 6A, and for ShelfCollect under Section 6B. 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 or with any payment made between Users through the Service; ShelfSpace receives only the fees payable to it for its own services. ShelfSpace does not act as a fiduciary, escrow agent, trustee, or financial intermediary for any party. To the fullest extent permitted by law, ShelfSpace's duties in acting as a limited agent are only those expressly stated in these Terms, and ShelfSpace owes no fiduciary duties to any user of the Platform.
Certain features of the Service, such as viewing amounts you are owed, receiving payments and settlement reports, uploading data, and connecting Metrc, are available at no charge. For Vendors, organizing receivables in ShelfCollect is free: uploading or forwarding invoices, invoice reading, importing from and syncing with QuickBooks Online, Payer and sales-rep records, and the aging and collections views. A Vendor does not need to connect Metrc or any other track-and-trace system to use ShelfCollect. Collecting through ShelfCollect (sending invoices to Payers, reminder emails, automated calls, and the controls for copying or sharing payment links) requires a free trial or a paid plan, as described in Sections 12.4 and 12.10. Other features and all managed services are provided under a paid plan or an Order. Paid plans may be identified in the Platform as ShelfPay (for Retailers) and ShelfCollect (for Vendors), and the features included in each plan may be described in the Platform or in your Order. Fees are governed by Section 12. ShelfSpace may add, modify, or discontinue features with thirty (30) days' notice, provided that ShelfSpace will not materially reduce the core paid functionality or managed services described in your Order during a paid period then in effect.
For wholesale accounts payable transactions, ShelfSpace provides the ShelfPay services described in Section 6, including payment tracking, invoice management, and payment instrument generation. 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 via scheduled background processes. Data from third-party integrations is used for settlement calculations, inventory valuation, credit recovery analysis, delivery verification, receivables tracking, 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.
Writes to connected systems. Some features write information back to your connected systems. With your authorization, ShelfSpace may create or update records in your accounting system (for example, bills, bill payments, vendor credits, invoices, payments received, vendor and customer records, and document attachments), as further described in Sections 6.18 and 6B.2, and may submit entries to your state track-and-trace system (for example, package adjustments or webhook subscriptions). ShelfSpace submits a track-and-trace entry only when you, or a person you have authorized, approve it, or under a setting you have enabled. You remain the licensee of record and remain solely responsible for the accuracy, timeliness, and regulatory compliance of every entry made in your track-and-trace and accounting systems, including entries made through the Service.
Credentials and usage limits. You authorize ShelfSpace to store and use the API keys and OAuth tokens you provide for the purposes described in these Terms. If you give ShelfSpace personnel sign-in details for your other business systems (for example, a point-of-sale back office) so that they can export data or perform Managed Services, you authorize ShelfSpace to store them in encrypted form and to use them only for that purpose; you represent that you are permitted to share them under that system's terms, and you may revoke that access at any time by changing them and telling us. Third-party systems impose request limits and access rules; ShelfSpace may throttle, pause, or reduce the frequency of synchronization to stay within those limits or to protect your account, and is not liable for resulting delays.
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.
No illegality defense; jurisdictions. To the fullest extent permitted by law, you agree not to assert the federal illegality of cannabis as a defense to the enforcement of any payment, fee, indemnity, or other obligation under these Terms or an Order. ShelfSpace may decline to offer, or cease offering, all or part of the Service in any jurisdiction, or to any category of licensee, if ShelfSpace determines that doing so is advisable in light of law, regulation, enforcement activity, or the requirements of its banking or payment partners.
Where an Order or your use of the Service provides for it, ShelfSpace personnel and automated systems, including AI, perform operational tasks for you, such as loading and reconciling data, matching invoices to track-and-trace manifests, preparing settlements, payments, and credit memos for approval, and communicating with your trading partners ("Managed Services"). ShelfSpace will perform Managed Services in a professional and workmanlike manner, using commercially reasonable care and consistent with your instructions and the information available to it.
ShelfSpace is not your accountant, bookkeeper of record, certified public accountant, auditor, tax preparer, attorney, or fiduciary. Managed Services, including bookkeeping entries and reconciliations, are administrative services performed on your instructions and your data. They do not include an audit or review of your financial statements, the preparation or filing of any tax return or regulatory report, or advice about tax treatment (including Section 280E of the Internal Revenue Code), accounting treatment, licensing, or regulatory compliance. You and your own advisors remain responsible for your books and records, your financial statements, account classifications, closing periods, your tax and regulatory filings, and every business decision, including every decision to approve a payment, credit, or settlement.
If Managed Services are not performed as described in this Section, you must notify ShelfSpace within the applicable period in Section 6.13, 6.15, or 7.7, and ShelfSpace's sole obligation, and your exclusive remedy, is for ShelfSpace to re-perform the affected services or correct the affected record at no additional charge, together with, for payment errors, the remedies in Section 6.14. This remedy does not limit ShelfSpace's liability under Section 15 for its gross negligence or willful misconduct.
ShelfSpace relies on the data and instructions provided by you, your Authorized Users, your connected systems, and your trading partners, including point-of-sale exports, track-and-trace records, invoices, accounting records, commercial terms you set, and approvals you give. ShelfSpace is not required to verify that information independently and is not responsible for any error, omission, or result caused by inaccurate, incomplete, late, or conflicting source data or instructions. Where sources conflict, ShelfSpace may apply the rules described in the Platform or ask you to resolve the conflict, and may pause the affected work until you do.
You authorize ShelfSpace to communicate with your trading partners and other third parties on your behalf and in your name in connection with the Service. This includes sending notices, invoices, settlement reports, credit memos, statements, reminders, payment notifications, and replies that display your business name as the sender or are sent from a ShelfSpace-hosted address assigned to your account, and that may be generated or drafted with the assistance of AI. You grant ShelfSpace a limited, non-exclusive license to use your business names, trade names, and logos for that purpose during your use of the Service. ShelfSpace sends these communications as your agent solely for the purpose of delivering them, and the underlying commercial positions (such as amounts claimed, credits requested, and terms set) are yours. You may ask ShelfSpace to stop sending communications in your name at any time; doing so may limit the features available to you.
ShelfSpace may make features available that are identified as beta, pilot, preview, early access, or similar ("Beta Features"). Beta Features are provided "as is," may be changed or withdrawn at any time, and may be less reliable than other features. Use of a Beta Feature that moves or calculates money remains subject to your review and approval.
Under the scan-based trading model facilitated by ShelfSpace, vendors place products on consignment with retailers, and retailers pay vendors only for products sold to end consumers, as reported in point-of-sale data the retailer provides (including uploaded point-of-sale exports) and in state track-and-trace data. Settlements are calculated for each settlement period at the frequency recorded for the vendor relationship in the Platform, which is weekly unless the Retailer sets a different frequency.
Settlement calculations are based on sales data received from point-of-sale exports, state track-and-trace systems, or uploaded 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 promptly and must dispute any amount within the period stated in Section 6.15. Errors in a Payment Instrument itself (such as an unauthorized, duplicate, or misdirected payment) are governed by Section 6.13.
Settlement payments are made through ShelfPay under Section 6, by Payment Instruments (as defined in Section 6.1) drawn on the paying User's own bank account, which may include remotely created checks, checks bearing the paying User's Authorized Signature, and, if and when made available, ACH transfers under Section 6A. ShelfSpace generates Payment Instruments solely on the paying User's Instruction and as its limited agent, and never takes possession, custody, or control of any funds.
ShelfSpace is not responsible for the rejection, delay, dishonor, or failure of any Payment Instrument by any bank or payment network, or for any User's failure to maintain sufficient funds.
Users who issue Payment Instruments through the Platform ratify each Payment Instrument issued on their Instruction and waive, as against ShelfSpace and the payee, any claim or defense that such a Payment Instrument was unauthorized under UCC § 3-403 or otherwise, as further provided in Section 6.6.
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.
Each vendor relationship in the Platform supports both consignment and wholesale transactions. Whether a particular delivery is a consignment or wholesale order is designated when the Retailer receives it, and the commercial terms recorded in the Platform at that time apply to that delivery. Retailers set the commercial terms for their vendor relationships within the Platform, including profit splits, settlement frequency, payment terms, and credit policies, and those terms are effective when set. Vendors are notified of the terms through the Platform or by email. ShelfSpace does not negotiate, broker, or approve commercial terms between Retailers and Vendors. A Vendor's acceptance of a settlement payment constitutes acceptance of the commercial terms under which that settlement was calculated. Vendors may dispute terms or specific calculations through the Platform's dispute process or directly with the Retailer.
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, and the breaching User shall pay liquidated damages under Section 5B.3. This Section does not apply to Users who have only utilized credit recovery, wholesale accounts payable, or ShelfCollect features.
If a User breaches Section 5B.2 or intentionally settles consignment transactions off-platform to avoid ShelfSpace fees, the User agrees to pay, as liquidated damages and not as a penalty, an amount equal to the fees that would have been payable to ShelfSpace under the User's Order for the affected transactions or, if the User's Order sets no transaction-based fee, the User's recurring fees for the twelve (12) months following the breach, plus ShelfSpace's reasonable investigation and enforcement costs. The parties agree that ShelfSpace's actual damages would be difficult to determine and that this amount is a reasonable estimate of them.
"ShelfPay" means the Platform's accounts payable and payment services, including: receiving, parsing, and recording vendor invoices and delivery records; verifying deliveries against state track-and-trace records; tracking payables, purchase orders, partial payments, and short-pays; applying approved credit memos; generating, delivering, printing, and mailing Payment Instruments; issuing consignment settlement payments; synchronizing payment records with connected accounting systems; and, where you request it, Managed Services performed under Section 6.16. "Payment Instrument" means any check, remotely created check, check bearing your Authorized Signature, electronic image or printable file of a check, ACH entry (if and when made available under Section 6A), or other payment order generated through the Platform.
ShelfSpace provides ShelfPay as a technology and administrative service. Each payment made through ShelfPay is drawn on, and funded directly from, the paying User's own bank account and is payable to the payee, who deposits it to its own bank account. ShelfSpace never takes possession, custody, or control of the funds of any Retailer or Vendor, does not receive funds for transmission, does not hold funds in any account for any User, and does not pay any User's obligations to another User from its own funds. ShelfSpace acts solely as the instructing party and as your limited agent for the purposes described in this Section 6. ShelfSpace is not a bank, credit union, money transmitter, escrow agent, trustee, or fiduciary, and no deposit, trust, or fiduciary relationship arises from ShelfPay. Amounts payable to ShelfSpace for its own fees are ShelfSpace's revenue and are collected as provided in Section 12.
Retailers using ShelfPay may track purchase orders, record invoices, and manage payment obligations to vendors. Payment terms (e.g., Net 30, Net 45, COD) are those the Retailer sets for the vendor relationship within the Platform or that the Retailer and the Vendor otherwise agree. ShelfSpace tracks payment obligations and due dates but does not guarantee payment between parties. Retailers are solely responsible for paying vendors in accordance with agreed terms. ShelfSpace is not liable for late payments, missed payments, or disputes arising from wholesale transactions, except as expressly provided in Section 6.14.
To the extent you use ShelfPay to pay wholesale obligations or consignment settlements, you appoint ShelfSpace as your limited agent to generate Payment Instruments drawn on your designated bank account, and to take the related actions described in this Section 6, solely on your Instructions (as defined in Section 6.4). You make the representations in Section 6.5 each time you give an Instruction. This authorization is a standing, preauthorized instruction for all Payment Instruments issued on your Instructions, and each such Payment Instrument is authorized by you for purposes of Regulation CC and the Uniform Commercial Code by virtue of your prior consent, your Authorized Signature, your course of dealing, and your continued use of the Platform.
ShelfSpace issues a Payment Instrument, cancels or voids a payment record, reissues a Payment Instrument, marks an obligation paid, or applies a credit only on your Instruction. "Instruction" means any of the following, made by you or by any person using your account credentials or acting under Section 6.16: (a) approving, paying, or releasing a payable, purchase order, invoice, or settlement in the Platform (including through a bulk-payment action); (b) confirming, adjusting, or short-paying an amount within the Platform; (c) a scheduled payment date, a recurring payment schedule, or any other standing payment rule you configure, each of which is a standing Instruction that remains in effect for every payment it covers until you cancel or change it in the Platform before that payment is processed; (d) a written request (including by email from an address associated with your account) from a person ShelfSpace reasonably believes is authorized by you, which ShelfSpace may, but is not required to, confirm through the Platform or by other means before acting; and (e) any request that ShelfSpace personnel perform a payment task on your behalf under Section 6.16. You are bound by, and ShelfSpace may rely on, every Instruction made under your account or credentials, and every Instruction ShelfSpace receives in good faith and in compliance with the security procedures described in Section 6.5 is deemed authorized by you, whether or not you actually authorized it, unless the unauthorized Instruction resulted from ShelfSpace's failure to follow those security procedures or from the misconduct of ShelfSpace personnel.
Automated features that approve a payable (for example, automatic approval of a delivery whose invoice lines match the track-and-trace manifest) approve the payable only; they do not by themselves issue a Payment Instrument unless you have also set a standing Instruction to pay. Automatic approval rules, deemed-approval rules, and matching thresholds that you enable are your Instructions. You are responsible for reviewing payables, credits applied, and payee details before approving a payment, and for disabling any automation you do not want.
Payment Instruments are issued for the amount you approve, net of any credits you apply. You may not use ShelfPay to pay any obligation other than a bona fide obligation arising from your business, and ShelfSpace may decline any Instruction it reasonably believes is inconsistent with these Terms.
You represent and warrant, each time you give an Instruction, that: (a) you own, or are authorized to draw on, the bank account designated in the Platform, and the bank, routing, and account information you provide is accurate and current; (b) your bank permits the account to be charged with remotely created checks and with checks bearing a facsimile or electronically applied signature, and you have delivered to your bank any resolution, facsimile-signature agreement, or other authorization it requires; (c) you will maintain sufficient available funds to pay every Payment Instrument when presented; (d) you will promptly respond to any positive pay, exception, or fraud-review request from your bank; and (e) you have full authority to grant the authorizations in this Section 6. You are responsible for any bank fees charged to you, including for returned items, stop payments, and positive pay services.
The security procedures for Instructions are: account credentials; multi-factor authentication where the Platform requires it (which may be verified at sign-in or session level rather than per transaction); role-based permissions set by your administrators; ShelfSpace's review of accounts before enabling payments, where ShelfSpace requires it; and ShelfSpace's audit logging. You agree these procedures are commercially reasonable for your business, and that you are responsible for who holds administrator and payment permissions on your account. ShelfSpace does not verify ownership of your bank account unless it expressly tells you it has done so, and may require additional verification at any time before or after enabling payments.
(a) Adoption. When you (or ShelfSpace at your request) draw, upload, or designate a signature in the Platform (your "Authorized Signature"), you adopt that image as your signature for all Payment Instruments drawn on your designated account, with the same effect as if signed by hand by your authorized signatory, and you represent that the person whose signature it is has authority to sign checks on that account.
(b) Authority to apply. You authorize ShelfSpace, as your agent, and its print-and-mail and other service providers acting on ShelfSpace's instructions, to store your Authorized Signature and to apply it, by electronic or mechanical means, to each Payment Instrument issued on your Instruction, including reissued Payment Instruments. You authorize ShelfSpace to transmit your Authorized Signature and bank information to those service providers for that purpose.
(c) Replacement and revocation. Your Authorized Signature remains in effect until you replace it in the Platform or give ShelfSpace written notice revoking it. Revocation takes effect after ShelfSpace has had a reasonable opportunity (not less than two (2) business days) to act on it and does not affect Payment Instruments already issued. Revocation disables payment by check until a new Authorized Signature is provided.
(d) Ratification. Every Payment Instrument that ShelfSpace issues on an Instruction bearing your Authorized Signature, or created as a remotely created check drawn on your account, is issued with your authorization, and you ratify each such Payment Instrument for all purposes, including UCC §§ 3-402 and 3-403 and Regulation CC.
(e) No disclaimer of authorized items. You will not assert to your bank, or to any collecting or depositary bank, that a Payment Instrument issued on your Instruction was unauthorized, forged, or altered, or seek its return on that basis, unless it was in fact issued without an Instruction or its amount or payee was altered after issuance. If you do, you will indemnify ShelfSpace and the payee for resulting losses. Nothing in this Section limits your right to stop payment under Section 6.12.
(f) Security. ShelfSpace stores Authorized Signatures in access-controlled storage and uses them only for Payment Instruments and for records required by law. You will notify ShelfSpace immediately if you believe your Authorized Signature or bank information has been misused.
If you receive a Payment Instrument through the Platform, you: (a) agree that the paying User, not ShelfSpace, is the obligor and drawer, and that ShelfSpace does not guarantee the Payment Instrument; (b) agree that ShelfSpace is not your agent for receiving payment and that your payment is complete only when your bank finally collects the Payment Instrument; (c) will deposit each Payment Instrument only once, through one channel (for example, not both by mobile deposit and at a teller), and will not deposit a Payment Instrument that has been voided, superseded by a reissued instrument, or marked stale, or that you know was issued in error; (d) will promptly return, or allow to be netted against future payments, any duplicate payment, overpayment, or payment you receive in error; (e) acknowledge that if the drawer's bank returns or recovers an item as unauthorized, altered, or otherwise not properly payable, your bank may charge that item back to you, and that your remedy for the underlying debt is against the paying User; and (f) will not alter, re-print (other than to deposit a digital Payment Instrument once, as instructed), or re-transmit any Payment Instrument.
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 Payment Instrument issued on your Instruction is rejected or returned for any reason other than a ShelfSpace Error (as defined in Section 6.14), you must pay the payee in guaranteed funds (via ACH, wire, or cashier's check) within seven (7) calendar days of written notice, without any setoff or delay.
Costs of returned items. If a Payment Instrument issued on your Instruction, or a fee-collection instrument under Section 12.8, is returned for non-sufficient funds or a similar reason, you will reimburse ShelfSpace for the actual fees and costs it incurs as a result, and you remain responsible to the payee for the amount owed and for any returned-item fees the payee incurs, to the extent provided in your agreement with the payee or by law. This does not apply if the return was due to bank error, a Banking Disruption Event, a ShelfSpace Error, or an unauthorized payment.
Cure period. You must cure a returned payment by paying the amount due in guaranteed funds within the period stated in Section 6.8.
Default consequences. If you fail to cure within that period, or a reissued Payment Instrument is also returned, ShelfSpace may suspend your payment features or your account under Section 11B. For consignment relationships, the Vendor may exercise inventory retrieval rights as described in Section 5A.3.
Delinquency interest. Fees owed to ShelfSpace that are not paid when due may accrue interest at 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is lower.
ShelfSpace may provide a dedicated email address for your accounts payable. You authorize ShelfSpace to receive email and documents sent to that address, to extract invoice data using artificial intelligence, to create or update invoice, delivery, and payable records from them, and to flag suspected duplicates. You also authorize ShelfSpace's automated assistant to respond, in your name and on your behalf, to routine vendor inquiries (for example, invoice receipt, payment status, and check status), to send deduction and short-pay notices you or your settings have approved, to reduce (but never increase) a payable where the vendor's own document shows a lower amount, within limits ShelfSpace sets, and to record vendor-offered credits. Communications sent by the assistant within this scope are communications from you. The assistant does not promise payment dates, does not approve or issue payments, and does not bind you to new commercial terms. Parsed and automatically created records may contain errors, and you are responsible for reviewing payables before approving payment. You may ask ShelfSpace to disable automated responses or automated payable adjustments at any time.
(a) Digital delivery. A digital Payment Instrument is made available to the payee for download and deposit. ShelfSpace is not responsible for a payee's failure to download or deposit a Payment Instrument, or for a bank's refusal to accept a printed or mobile-deposited item.
(b) Printed and mailed delivery. If you choose mailed delivery, ShelfSpace will transmit the Payment Instrument through a third-party print-and-mail service provider for delivery by the U.S. Postal Service or another carrier. Delivery times are estimates. ShelfSpace and its providers are not responsible for postal or carrier delays, loss, theft, misdelivery, or delivery to an address supplied by you or the payee. ShelfSpace does not guarantee that a mailed Payment Instrument can be cancelled after it has been submitted for printing.
(c) Printing and postage charges. ShelfSpace currently covers the printing and postage charges for mailed Payment Instruments. ShelfSpace may charge for printing and postage only as set out in your Order or after giving you at least thirty (30) days' notice of the charge, and you authorize any charges so disclosed. Digital Payment Instruments carry no printing or postage charge.
(d) Legends and stale items. A Payment Instrument may bear a legend such as "Void after 90 days." ShelfSpace does not enforce such legends, and your bank may pay a stale Payment Instrument. If you do not want a stale Payment Instrument paid, you must place a stop payment with your bank.
Voiding a payment in the Platform updates ShelfSpace's records and, where connected, your accounting records only. It is NOT a stop-payment order and does not prevent a Payment Instrument that has already been issued, downloaded, printed, or mailed from being deposited and paid. Only your bank can stop payment on a Payment Instrument drawn on your account. You are solely responsible for placing any stop-payment order, positive pay decision, or fraud hold with your bank, and for its cost. If you request a reissued Payment Instrument (for example, for a lost, stale, or uncashed check), you acknowledge that the original may still be presented and paid, and you are responsible for stopping it; ShelfSpace is not liable if both are paid, except as provided in Section 6.14 for a ShelfSpace Error. A reissue required because of a ShelfSpace Error is provided free of charge. ShelfSpace may refuse to void or reissue a Payment Instrument that its records show has cleared or been sent to a bank for processing. Marking an obligation "paid externally" records that it was paid outside the Platform and prevents the Platform from issuing a Payment Instrument for it; you are responsible for the accuracy of that designation, including where it is made automatically from paid status in your connected accounting system under Section 6.18.
You must review your bank statements and the payment records in the Platform promptly. You must notify ShelfSpace in writing (including through the Platform) of any Payment Instrument that you believe was unauthorized, altered, duplicated, issued in the wrong amount, or issued to the wrong payee within thirty (30) days after the earlier of (a) the date the payment record was made available in the Platform or (b) the date the bank statement reflecting the item was made available to you. If you do not, you are precluded from asserting the error against ShelfSpace, and ShelfSpace has no liability for it (including for later items of the same kind). This Section does not shorten any right you have against your own bank or against a payee. Disputes about the underlying amount owed to a trading partner remain subject to Sections 6.15 and 7.7.
ShelfSpace uses duplicate-payment detection, but does not guarantee that every duplicate, overpayment, or misdirected payment will be detected, and you may override duplicate warnings at your own risk. If a payee receives a duplicate, excess, or mistaken payment, your claim for its return is against the payee; ShelfSpace will reasonably assist you, including by providing records and contacting the payee through the Platform, and the payee's obligations in Section 6.7 apply. If a payment error is caused solely by ShelfSpace's failure to follow your Instruction or by an error in the Service's processing (a "ShelfSpace Error"), and you have given timely notice under Section 6.13, ShelfSpace will, as its sole obligation and your exclusive remedy: (a) correct the affected records; (b) reissue or cancel the affected Payment Instruments at no charge; (c) reasonably assist you to recover the funds from the payee; and (d) reimburse the reasonable, documented bank fees you incur solely as a result of the ShelfSpace Error, up to the limit of liability in Section 15. A payment made in accordance with an Instruction, with information you or the payee provided, or on the basis of data from a connected system or state track-and-trace system, is not a ShelfSpace Error.
Users have forty-five (45) calendar days from the date of any invoice, settlement report, or other Platform record of an amount owed between Users to dispute that amount, through the Platform or by contacting ShelfSpace. After forty-five (45) days, the amount is final and binding. This Section governs disputes about amounts owed. Errors in a Payment Instrument itself must be reported within the period in Section 6.13; credit memos are subject to the separate dispute window described in Section 7.7; and fees charged by ShelfSpace are subject to Section 12.9. For systemic errors (defined as repetitive calculation errors caused by Platform software defects affecting multiple reports), the dispute window under this Section and Section 7.7 is extended to one (1) year from the date of the error.
(a) Authority. If you ask ShelfSpace to operate ShelfPay for you, or to support your account, you authorize ShelfSpace personnel (including contractors acting for ShelfSpace) to access your account, including by acting as an administrator of your account, and your connected accounting and track-and-trace systems, and to take the actions you request or that are reasonably necessary to perform the Managed Services. These actions include: recording and approving payables; applying credits; issuing, voiding, and reissuing Payment Instruments on payables you have approved or directed ShelfSpace to pay; approving consignment settlements you have asked ShelfSpace to process; uploading documents, and your Authorized Signature, that you provide; and creating, updating, or reconciling records in your accounting system. Actions ShelfSpace personnel take within that authority are your Instructions. You may limit or revoke this authority at any time by written notice, effective after ShelfSpace has had a reasonable opportunity to act on it.
(b) Controls. ShelfSpace personnel access is role-restricted, and actions they take in your account through the Platform are audit-logged. ShelfSpace personnel acting in your account are subject to the Platform's compliance and payment holds.
(c) Standard of care. Section 4.5 applies to Managed Services performed under ShelfPay, including bookkeeping entries and reconciliations.
(a) Right to hold. ShelfSpace may, without liability, delay, hold, decline, cancel before issuance, or refuse to process any Instruction or Payment Instrument, or suspend payment features for any User, for any reason described in Section 11A.2, or if ShelfSpace reasonably determines that: a party's cannabis license appears lapsed, suspended, or revoked in a state registry; the payment may be fraudulent, unauthorized, a duplicate, or unlawful; required verification or due-diligence information is incomplete; a banking or payment partner requires it; or these Terms or applicable law otherwise require or permit it. A hold may apply to all payments to or from the affected business, including where the concern relates to the payee.
(b) Sanctions. ShelfSpace will not process payments that it determines involve a person subject to sanctions administered by the U.S. Treasury Department's Office of Foreign Assets Control or another applicable authority, may keep a hold in place permanently where required, and may block, reject, or report transactions and information to government authorities or its banking partners as required or permitted by law.
(c) Your obligations continue. A hold, refusal, or Banking Disruption Event does not excuse your payment obligations to your trading partners, which you remain responsible for satisfying by other lawful means.
If you connect an accounting system (for example, QuickBooks Online), you authorize ShelfSpace to read and write data in that system on your behalf for ShelfPay, including to: create, update, and attach documents to bills, bill payments, vendor credits, and vendor records; reactivate or match vendor records; update memos and reference numbers on records ShelfSpace created or has matched to a ShelfPay transaction; delete bills and bill payments ShelfSpace created when the related payment is voided or reversed (your accounting system may not retain a voided copy of a deleted transaction); read bills, payment status, and bank-account transaction reports to import payables, mark payables paid, and mark Payment Instruments cleared; and, where you or a person using your account has confirmed in the Platform that it is a duplicate, delete a bill that ShelfSpace imported from your accounting system, including by a later automatic retry of that confirmed deletion. If you enable two-way synchronization, marking a bill paid in your accounting system instructs ShelfSpace not to issue a Payment Instrument for it. You are responsible for maintaining backups of your accounting data, for your closed-period and access settings, and for reviewing entries ShelfSpace makes. ShelfSpace is not responsible for changes made by you, your other users or advisors, or the accounting system provider, or for the accounting treatment of any entry. You may disconnect the integration at any time; disconnection does not reverse entries already made.
Consignment settlement payments under Section 5 are made through ShelfPay and are governed by this Section 6. A settlement becomes payable when you (or ShelfSpace at your request under Section 6.16) approve it; approval is an Instruction to issue a Payment Instrument for the settlement amount net of credits applied. A settlement recorded as paid outside the Platform is your representation that it was so paid.
ShelfPay depends on banks, payment networks, print-and-mail providers, postal carriers, accounting systems, state track-and-trace systems, and government lists that ShelfSpace does not control. ShelfSpace is not liable for any delay or failure caused by any of them, including bank holds, returns, or refusals; network or cutoff delays; postal delays or loss; provider outages; the unavailability of a government list or registry; or a Banking Disruption Event. ShelfSpace keeps records of Instructions, Payment Instruments, and related communications as described in the Privacy Policy, and those records are admissible and presumed accurate absent clear and convincing evidence of error.
Availability. Bank transfers by ACH are offered only if and when ShelfSpace makes them available to a User, and only for the accounts and transaction types ShelfSpace enables. Until ShelfSpace enables bank transfers for your account, payments through the Platform are made by the other Payment Instruments described in Section 6. Nothing in this Section 6A obligates ShelfSpace to offer bank transfers. Partial payments may not be available by bank transfer.
Authorization to debit and credit. When ShelfSpace makes bank transfers available to you and you link a bank account and enable them, you authorize ShelfSpace to initiate, as your instructing party, electronic credit and debit entries (and adjustment and correction entries) to the bank account(s) you designate, and to instruct the depository institutions holding those accounts to process those entries, in accordance with the operating rules of the National Automated Clearing House Association ("NACHA") and applicable law. Transfers are processed through a regulated financial institution that acts as ShelfSpace's banking partner. Funds move from the paying party's bank account, through the banking partner's settlement processes, to the receiving party's bank account. ShelfSpace does not hold User funds in its own accounts, does not use User funds for its own purposes, and does not fund any User's payments from its own funds. Before enabling bank transfers for your account, ShelfSpace will provide any additional authorization or terms that the banking partner or the NACHA Operating Rules require, and those terms will control as to bank transfers.
Business account / NACHA Rules. You represent that each account you link is a business account used for commercial purposes, and you agree to be bound by the NACHA Operating Rules as they apply to corporate credit or debit entries (SEC code CCD). Your electronic acceptance of these Terms — captured with your identity, date and time, and IP address while authenticated to your account — constitutes your signature and written authorization.
Descriptor. Transfers appear on bank statements with a descriptor that identifies ShelfSpace, as shown in the Platform or your authorization. You are responsible for the accuracy of all payee, account, and amount information you submit.
Timing. Bank transfers are not instantaneous; a transfer typically settles one to several business days after initiation, subject to ACH network windows, bank holidays, and cutoff times.
Account eligibility. You represent that you are authorized to act on any bank account you link, that it is a valid U.S. account eligible for ACH entries, and that you will keep it current and funded.
Returns and reversals. A transfer may be returned, reversed, or fail. You authorize ShelfSpace to initiate adjustment or reversing entries to correct any erroneous or returned transfer, and to reverse related platform fees, credits, or payment records accordingly.
Revocation. This authorization remains in effect until you remove the linked account in the Platform or notify ShelfSpace in writing with at least three (3) business days' notice before the next transfer. Revocation does not affect transfers already initiated.
Error resolution. If you believe a transfer was processed in error or without authorization, notify ShelfSpace within the period in Section 6.13; we will investigate and, where appropriate, work with our banking partner to correct the entry under the NACHA Operating Rules and applicable law.
Compliance. All bank transfers are subject to the NACHA Operating Rules and applicable federal and state law. ShelfSpace and its banking partner may decline, hold, or reverse any transfer to comply with those rules, applicable law, or risk and fraud controls. Bank transfers are also subject to Sections 6.17 and 11A, and, except where a provision concerns only paper checks, to the rest of Section 6.
"ShelfCollect" means the accounts receivable features of the Service, and any related services ShelfSpace personnel perform at a Vendor's request, that help a Vendor bill, track, remind, and receive payment of amounts owed to it. "Collecting Vendor" means a Vendor using ShelfCollect. "Payer" means any business, and any individual acting on its behalf, that a Collecting Vendor identifies as owing it money, whether or not that business is a User. "Receivable" means an invoice or other amount a Collecting Vendor asks ShelfSpace to bill or track. "Collection Communications" means invoices, reminders, statements, receipts, payment links, and replies sent to a Payer through ShelfCollect, and the automated calls described in Section 6B.16. "Payment Page" means a ShelfCollect web page through which a Payer may pay a Receivable.
ShelfCollect is available only for commercial Receivables arising from the sale of goods or services between licensed businesses. A Collecting Vendor may not use ShelfCollect for any obligation incurred primarily for personal, family, or household purposes, or to collect from an individual in their personal capacity (including under a personal guaranty).
By using ShelfCollect, the Collecting Vendor appoints ShelfSpace as its limited agent and billing-services provider, for the sole purpose of performing ShelfCollect on the Collecting Vendor's behalf, and authorizes ShelfSpace to:
(a) send Collection Communications to Payers in the Collecting Vendor's name, using the Collecting Vendor's business name, logo, and brand color, from ShelfSpace-operated email addresses and domains;
(b) generate invoices, statements, receipts, and payment links for Receivables, and host Payment Pages that identify the Collecting Vendor as the party being paid;
(c) upon a Payer's authorization on a Payment Page, generate payment instruments (including remotely created checks) drawn on the Payer's bank account and payable to the Collecting Vendor, including scheduled instruments under an installment plan the Collecting Vendor has approved;
(d) permit ShelfSpace personnel to load, review, configure, send, pause, and correct Receivables and Collection Communications at the Collecting Vendor's request or as reasonably needed to operate the Service, and to receive copies of, and review, Collection Communications and Payer replies for quality, support, compliance, and fraud-prevention purposes;
(e) receive and respond to Payer replies through ShelfSpace's AI assistant as described in Section 6B.8; and
(f) read Receivable, customer, and payment data from, and write related records (such as payment receipts, write-offs, and recurring invoices) to, accounting and track-and-trace systems the Collecting Vendor connects.
This appointment is limited to the foregoing. ShelfSpace has no authority to, and will not, settle, compromise, forgive, or extend any Receivable, or agree to any payment terms other than an installment plan the Collecting Vendor approves through the Platform, and no statement by ShelfSpace or its AI assistant will bind the Collecting Vendor to any such concession. The Collecting Vendor remains the creditor and the owner of every Receivable. Nothing in this Section makes ShelfSpace a creditor, assignee, purchaser, guarantor, or collection agency with respect to any Receivable. The Collecting Vendor may revoke this appointment at any time by ceasing to use ShelfCollect or by written notice to ShelfSpace, subject to Section 6B.14.
(a) No custody of funds. Payers pay Collecting Vendors directly. Payment instruments generated through ShelfCollect are drawn on the Payer's account and payable to the Collecting Vendor, and the Collecting Vendor deposits them. ShelfSpace does not receive, hold, transmit, or remit funds paid on any Receivable, and Section 4 (including its disclaimer of fiduciary, escrow, and trust relationships) applies to ShelfCollect.
(b) No legal action. ShelfSpace does not file lawsuits, liens, or other legal proceedings; threaten legal action on its own behalf; report Payers to credit bureaus; purchase Receivables; or refer Receivables to collection agencies or attorneys. If the Collecting Vendor marks a Receivable as referred to collections, any such referral is made by the Collecting Vendor, at its own discretion and responsibility.
(c) No legal advice or enforceability representation. ShelfSpace does not advise on whether a Receivable is owed, enforceable, or collectible under applicable law. Collecting Vendors acknowledge that, because cannabis remains unlawful under federal law, some courts have declined to enforce contracts involving cannabis, and that ShelfSpace makes no representation that any Receivable is legally enforceable.
(d) Channels. ShelfCollect Collection Communications are sent by email and made available through the Platform, and, when the Collecting Vendor turns them on for a Payer, made by automated telephone call as described in Section 6B.16. ShelfSpace does not send text messages to Payers as part of ShelfCollect and will not do so without first publishing additional terms.
For each Receivable it submits, imports, approves, or allows to be sent, the Collecting Vendor represents, warrants, and agrees that:
(a) the Receivable arises from a bona fide, lawful commercial sale by the Collecting Vendor to the Payer, is owed to the Collecting Vendor, and has not been assigned, sold, pledged, or factored to another party, unless the Collecting Vendor has disclosed that arrangement to ShelfSpace in writing;
(b) the amount, due date, invoice details, and Payer identity are accurate and complete, and the Collecting Vendor will promptly correct, pause, or withdraw any Receivable that is paid, credited, disputed in good faith, settled, or otherwise not owed as stated;
(c) the Collecting Vendor has confirmed the Payer's identity and location before sending. Payer matches the Platform suggests or makes automatically (including matches derived from accounting, track-and-trace, or name data) are conveniences, not verification, and the Collecting Vendor is responsible for correcting any Receivable associated with the wrong Payer;
(d) the Collecting Vendor has a genuine business relationship with each person to whom Collection Communications are addressed, and has the right to provide their contact information to ShelfSpace for that purpose;
(e) the Collecting Vendor's use of ShelfCollect, including any fees, charges, returned-payment amounts, or terms it adds to a Receivable, complies with its agreements with the Payer and with all laws that apply to it, including any state law that governs billing or collecting commercial accounts; and
(f) Payer business information and contact details the Collecting Vendor provides may be used by ShelfSpace to operate the Service, including to maintain shared records of that Payer's business and billing contacts that are visible to other Users who transact with the same Payer, as described in the Privacy Policy. The Collecting Vendor will not provide information it is not permitted to share.
ShelfSpace may rely on the Collecting Vendor's instructions and data without independent verification.
ShelfSpace provides default Collection Communications that do not threaten legal action, collections referral, credit reporting, or other adverse consequences. If the Collecting Vendor writes or edits the content of Collection Communications, the Collecting Vendor is solely responsible for that content, which is sent as the Collecting Vendor's own statement, and represents that it is truthful, not misleading, and lawful, and that the Collecting Vendor actually intends and is entitled to take any action it describes. Collecting Vendors may not use Collection Communications for advertising or promotional content, may not state or imply that ShelfSpace is a collection agency, law firm, or government body, and may not use payment links or Payment Pages in connection with telephone solicitations. ShelfSpace may, without liability, refuse to send, suspend, or revise any Collection Communication it reasonably believes is inaccurate, threatening, abusive, unlawful, or inconsistent with these Terms.
ShelfSpace does not guarantee that any Receivable will be paid, paid in full, or paid by any date, and is not liable for any Payer's nonpayment, partial payment, delay, insolvency, or dispute. ShelfSpace does not guarantee that any Collection Communication will be delivered, opened, or read, and email delivery may be affected by spam filters, recipient settings, and a Payer's decision to unsubscribe. ShelfSpace does not verify that a Payer is authorized to use the bank account it enters, and a payment instrument may be returned, dishonored, or reversed for any reason, including as unauthorized. ShelfSpace's disclaimers in Sections 5.3 and 6.8 regarding rejected, returned, dishonored, or failed Payment Instruments also apply to ShelfCollect payment instruments.
ShelfCollect acts automatically according to the Collecting Vendor's settings. Unless the Collecting Vendor turns reminders off (for all Receivables or for an individual Receivable), ShelfCollect sends reminders on the schedule shown in the Platform after a Receivable has been sent, until it is paid, paused, written off, or otherwise closed. Recurring invoices the Collecting Vendor schedules to send automatically are created and sent without further approval. Where the Collecting Vendor connects an accounting system, ShelfCollect may treat a Receivable as paid, partially paid, or written off based on that system's records, which may stop reminders. The Collecting Vendor is responsible for reviewing its settings, the Receivables that will be sent, and the default and custom content in use. Status shown in ShelfCollect (such as "Check Sent" or "Deposited") reflects Platform events and the Collecting Vendor's own entries, not confirmation from any bank that funds have cleared.
(a) Payment Pages. Payment links may be shared, forwarded, and previewed by anyone who has them. Anyone holding a link can view the Receivable details it displays, and link previews may show the Collecting Vendor's name, the amount due, and whether the Receivable is past due. Collecting Vendors control which Receivables are sent or shared.
(b) Partial payments and installment plans. Unless the Collecting Vendor turns partial payments off, a Payer may pay part of a Receivable. Where the Collecting Vendor enables installment plans for a Receivable, a Payer may request one. Installment plans carry no interest or finance charge from ShelfSpace. A plan takes effect only when the Collecting Vendor approves it, and the Collecting Vendor may pause or cancel it. ShelfSpace securely stores the Payer's bank information for the scheduled payments while the plan is active.
(c) AI-assisted replies. The Collecting Vendor consents to ShelfSpace's AI assistant receiving Payer replies to Collection Communications and responding on the Collecting Vendor's behalf. Within the limits of Section 6B.2, the assistant may provide balance, invoice, and payment-status information from the Platform; send statements, invoice copies, and payment links; describe payment options the Collecting Vendor has enabled; update the Payer's billing contacts at the Payer's request; record a Payer's dispute; and refer matters to the Collecting Vendor or ShelfSpace personnel. Replies are sent in the Collecting Vendor's name and may include a notice that they were generated by AI; the assistant will not deny being an AI assistant if asked, and the Collecting Vendor is responsible for any additional disclosure to its Payers that applicable law requires. Section 9 applies to these replies. The Collecting Vendor may ask ShelfSpace to route Payer replies to a human inbox instead.
Because payment instruments generated through ShelfCollect are payable to and deposited by the Collecting Vendor, any return, dishonor, reversal, or unauthorized-item claim on such an instrument, and any related bank fee, is between the Collecting Vendor, its bank, and the Payer, and the Collecting Vendor bears it as the payee. The Collecting Vendor will not deposit any ShelfCollect payment instrument more than once, will cooperate with ShelfSpace and any bank investigating a disputed item, and will promptly record any returned payment in the Platform. ShelfSpace may decline, hold, or void a ShelfCollect payment, or suspend a payment link, if it reasonably suspects fraud, an unauthorized or duplicate payment, a sanctions or licensing concern, or a violation of these Terms or applicable law, and Section 11A applies to ShelfCollect.
A Payer's dispute of a Receivable, whether sent by reply email or otherwise, is a matter between the Payer and the Collecting Vendor. ShelfSpace will make a reasonable effort to record and forward disputes it receives. ShelfSpace does not decide disputes. The Collecting Vendor will review each dispute promptly and, where the dispute is made in good faith, pause reminders for the disputed Receivable (or correct or withdraw it) until the Collecting Vendor has resolved the dispute or confirmed that the amount is owed. ShelfSpace may pause reminders on a disputed Receivable, including automatically when a Payer's dispute is recorded, but is not required to, and a pause by ShelfSpace does not relieve the Collecting Vendor of these obligations.
ShelfCollect is provided as part of the Collecting Vendor's plan, at the rate, if any, set for the Collecting Vendor's account under Section 12. ShelfSpace currently charges no per-collection fee, commission, or percentage of amounts collected through ShelfCollect, and deducts nothing from any payment to the Collecting Vendor. ShelfSpace will not begin charging a per-collection fee, commission, or percentage for ShelfCollect unless it has been disclosed to the Collecting Vendor at least thirty (30) days in advance in writing and the Collecting Vendor has affirmatively agreed to it in its ShelfCollect rate agreement. ShelfSpace does not charge Payers any fee to pay through a Payment Page.
This Section 6B.12, together with Sections 14, 15, 17, and 20, applies to any person who uses a ShelfCollect Payment Page or payment link, and to the Payer for which that person acts, whether or not either has a ShelfSpace account; as applied to them, references to "you" in those Sections mean that person and the Payer. By submitting a payment or installment-plan request (including by checking any acknowledgment box on the Payment Page), you agree that:
(a) you are authorized to act for the Payer and to use the bank account you enter, the information you provide is accurate, and you authorize ShelfSpace, acting on the Payer's behalf and at its direction, to create one or more payment instruments (such as remotely created checks) drawn on that account, payable to the Collecting Vendor, in the amount and on the schedule you authorize;
(b) ShelfSpace is not the Collecting Vendor, is not a party to the Payer's purchase from the Collecting Vendor, does not receive the funds, and is not responsible for the Collecting Vendor's goods, services, invoices, or statements. Questions or disputes about what is owed should be directed to the Collecting Vendor (including by replying to its email), and nothing on a Payment Page waives any right or defense the Payer has against the Collecting Vendor;
(c) a payment you authorize may be processed as a paper or electronic check that you cannot cancel through ShelfSpace once it has been created. For an installment plan, you may cancel the plan, and revoke authorization for payments not yet created, by notifying the Collecting Vendor or by emailing ShelfSpace at chris@shelfspace.pro at least three (3) business days before the next scheduled payment. Cancellation does not reduce any amount owed to the Collecting Vendor. Nothing in this Section limits any right you have under applicable law to ask your bank to stop payment on an item;
(d) the payment instrument will show the bank routing and account information you enter, as a paper check does, and will be delivered to the Collecting Vendor for deposit;
(e) ShelfSpace may decline, hold, or void a payment for fraud-prevention, compliance, or accuracy reasons; and
(f) ShelfSpace collects and uses information about you and the Payer as described in the Privacy Policy, including its section on Payers (shelfspace.pro/privacy#payer-privacy).
A Payer that is also a User remains bound by the rest of these Terms, and Section 5.3's waiver applies to payment instruments that User authorizes through a Payment Page.
In addition to Section 16, the Collecting Vendor will indemnify, defend, and hold harmless ShelfSpace and its officers, directors, employees, agents, and affiliates from and against all claims, liabilities, damages, losses, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) any Receivable, including any claim that it is not owed, is inaccurate, was already paid, is disputed, or is associated with the wrong Payer; (b) the content of Collection Communications the Collecting Vendor wrote, edited, approved, or allowed to be sent; (c) any fee, charge, or term the Collecting Vendor added to a Receivable; (d) any return, reversal, or unauthorized-item claim on a payment instrument deposited by the Collecting Vendor; (e) the Collecting Vendor's breach of Section 6B.4 or 6B.5 or of any law governing its billing or collection practices; and (f) any claim by a Payer or other third party arising from ShelfSpace acting on the Collecting Vendor's instructions, settings, or data, except to the extent caused by ShelfSpace's gross negligence or willful misconduct.
If the Collecting Vendor stops using ShelfCollect, cancels its plan, or its access is suspended or terminated, ShelfSpace may, at its discretion and without liability, stop sending Collection Communications, deactivate payment links and Payment Pages, and cancel scheduled installment payments that have not yet been created. Payment instruments already authorized and created before that time are unaffected. When collecting is paused under Section 6B.20 rather than ended, Section 6B.20 describes what stops and what continues. The Collecting Vendor is responsible for notifying its Payers of any new payment instructions and for pursuing Receivables outside the Platform. Termination does not extinguish the Collecting Vendor's obligations under Sections 6B.4, 6B.9, and 6B.13 with respect to activity before termination.
Section 5B (Platform Exclusivity and Non-Circumvention) does not apply to ShelfCollect. The dispute windows in Sections 6.13, 6.15, and 7.7 govern disputes between Users about Platform records. They do not shorten any time a Payer has under applicable law to dispute a Receivable with the Collecting Vendor. If this Section 6B conflicts with any other provision of these Terms as applied to ShelfCollect, this Section 6B controls.
(a) Your authorization. When a Collecting Vendor ticks "Call this account too" for a Payer in the Platform, it authorizes ShelfSpace, acting on its behalf and in its name, to call the telephone numbers the Collecting Vendor provides for that Payer about the Receivables in that send, using an automated assistant that speaks with an AI-generated voice, and to answer calls back to the number used. ShelfSpace may place calls for many Collecting Vendors from one shared telephone number. When someone calls that number and ShelfSpace cannot tell from the caller's number which Collecting Vendor the call is about, the assistant may answer with a general greeting that does not name any Collecting Vendor, ask which company the caller is calling about, and take a message if it still cannot tell. The Collecting Vendor also authorizes calls to a new billing contact number that a person at the Payer gives the assistant during a call. ShelfSpace calls only Monday through Friday, 10:00 a.m. to 4:00 p.m. in the local time of the number called (the Collecting Vendor's time zone for a toll-free or non-geographic number), skipping federal holidays, and makes at most one round of calls to a Payer per week for that Collecting Vendor. A round tries up to three of the Payer's numbers in order, plus any new number given during that round, and if no one answers and no voicemail is left, is tried once more on the next business day of the same week. Calls continue weekly until every Receivable in that send is paid, closed, paused, promised, or disputed, or until someone asks not to be called, the Collecting Vendor turns calls off for that Payer, or ShelfSpace stops them.
(b) What the assistant does. At the start of every call the assistant says it is an automated assistant calling for the Collecting Vendor and that the call is recorded. It confirms it is speaking with someone who handles the Payer's bills before it discusses any Receivable. It may leave a voicemail that names the Collecting Vendor and the Payer and states the invoice number, amount, and due date (or the number of open invoices and their total). On a call it may give the balance and status of the Receivables in that send, resend invoice emails, confirm or record a billing email address or contact the person gives, record a promise to pay or a dispute, record a request to stop calls, and pass a message to the Collecting Vendor. The limits in Section 6B.2 apply: the assistant cannot settle, reduce, forgive, or extend any Receivable, and it never takes card or bank account information by phone. It will not claim to be a person.
(c) Recording. Calls are recorded and transcribed. The Collecting Vendor consents to the recording of calls placed or answered on its behalf, and ShelfSpace gives the recording notice in Section 6B.16(b) on every call. The Collecting Vendor's administrators can listen to recordings and read transcripts in the Platform while they are kept.
(d) Numbers you provide. For every telephone number it provides for a Payer, the Collecting Vendor represents and warrants that the number belongs to the Payer's business or to a person who handles the Payer's bills, that the Collecting Vendor has the right to have that number called about the Payer's Receivables with an automated, AI-generated voice and with recording, and that calling it complies with applicable law and with the Collecting Vendor's agreements with the Payer. The Collecting Vendor will not provide a personal or residential number, the number of anyone who has asked not to be called, or the number of anyone not involved in the Payer's bills. ShelfSpace does not verify who a number belongs to or what kind of line it is, and relies on these representations. Numbers a Collecting Vendor provides are kept for that Collecting Vendor's calls only.
(e) Requests to stop. If anyone on a call asks not to be called, or a Payer asks ShelfSpace in writing, ShelfSpace stops automated calls to that number (or that Payer) for the Collecting Vendor. Only ShelfSpace can lift that block. A request to stop calls does not stop Collection Communications by email; a Payer stops those separately with the unsubscribe link in any email.
(f) Indemnity for calls. In addition to Sections 6B.13 and 16, the Collecting Vendor will indemnify, defend, and hold harmless ShelfSpace and its officers, directors, employees, agents, and affiliates from and against all claims, liabilities, damages, losses, penalties, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to calls placed to a number the Collecting Vendor provided, or to a new contact number given during a call made for the Collecting Vendor, including any claim under the Telephone Consumer Protection Act or any state law on automated, artificial-voice, or recorded calls that the call lacked consent, reached the wrong person, or went to a number that was not a business number, and any breach of Section 6B.16(d). This indemnity does not apply to the extent a claim is caused by ShelfSpace calling outside the hours or frequency in Section 6B.16(a), continuing to call a number after a request to stop under Section 6B.16(e), or its gross negligence or willful misconduct.
(g) Retention and providers. ShelfSpace keeps call recordings and transcripts for up to ninety (90) days and then permanently deletes them, sooner when a call reached someone not connected to the Payer's bills. A record of each call (date, time, the number called, outcome, and any promise, dispute, or stop request) and the numbers saved for calls are kept with the Receivable's records. Calls are placed, recorded, and voiced through third-party telephony and voice providers, which are named in the Privacy Policy.
(h) No guarantee. Section 6B.6 applies to calls. ShelfSpace does not guarantee that a call will connect, that a voicemail will be heard, or that a call will lead to payment, and may pause or stop calls at any time.
(a) License check. When a Vendor signs up for ShelfCollect, ShelfSpace checks the license number it gives against the state's public cannabis license records, and the business name comes from those records for the person signing up to confirm. If the license is not found, is not active, or is not valid, the signup is refused. If the state's records cannot be checked, the account may be opened but held for review, and the Vendor cannot collect through ShelfCollect until ShelfSpace approves it. ShelfSpace may refuse or close any signup it cannot verify. Each licensed business may have one ShelfCollect free trial, however many accounts share its license.
(b) Authority to collect. Before a person starts a ShelfCollect trial for a Vendor, that person confirms in the Platform that they are authorized to collect for that company, and represents and warrants that this is true. The Vendor is bound by collecting actions taken by its Authorized Users, including sales representatives it gives access to.
(c) New logins. A new login on an existing Vendor account may be held until the account's administrator, or ShelfSpace, approves it, and a held login cannot see the account's data. A login an administrator invites does not need approval, and neither does a login whose company email domain matches an existing login on the account (public email providers do not count).
(d) First week. For the first seven (7) days after a Vendor account is opened through signup, it may send invoices to up to ten (10) different Payers. There is no limit on the number of invoices to those Payers. Sending to another Payer during that week waits for ShelfSpace's approval.
(a) Payee name. Checks generated through ShelfCollect are made payable to the Collecting Vendor's name as it appears on the state's cannabis license records (its trade name or legal name). Where ShelfSpace finds no license record, they are made payable to the business name on the Collecting Vendor's account. The Collecting Vendor is responsible for being able to deposit items payable to that name.
(b) Only your own invoices. A Collecting Vendor may send only invoices for its own sales. An invoice uploaded or forwarded as a document whose seller license number does not match a license on the Collecting Vendor's account cannot be sent. Invoices imported from a connected accounting system are not subject to this check, and the Collecting Vendor remains responsible for them under Section 6B.4.
If a Payer tells ShelfSpace, in substance, that it never bought from or does not owe the Collecting Vendor, ShelfSpace may stop new invoices and automated calls from that Collecting Vendor to that Payer until ShelfSpace has reviewed the matter. The pause applies only to that Payer. A Payer saying it has already paid does not cause this pause. Section 6B.10 continues to apply.
Collecting is paused when a ShelfCollect trial ends without billing set up, when a plan fee cannot be collected after one retry, or when a cancelled plan reaches the end of the period already paid for. While collecting is paused: (a) new invoices, sending again, recurring invoice sends, reminder emails, and automated calls stop, and calls already scheduled are held, not deleted; (b) the controls for copying and sharing payment links are unavailable; (c) Payers can still pay invoices already sent, installment plans already started continue, and ShelfSpace's AI assistant still answers Payer replies; (d) a Payer cannot start a new installment plan, and the Collecting Vendor's standing payment link tells visitors that the Collecting Vendor is not taking new payments there; and (e) the free features described in Section 4.1 remain available. Collecting resumes when billing is set up or the plan is reactivated. A pause is not a termination of these Terms.
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.
For retailers using credit recovery, ShelfSpace periodically (typically monthly) prepares credit memos based on track-and-trace data, sales data, inventory cost data, and the commercial terms and credit-recovery settings configured for the retailer. Depending on those settings and on whether the underlying inventory was received as a consignment or a wholesale order, automated credit memos may include: (a) returns credits for customer returns and for product waste, damage, or destruction; (b) co-marketing credits for products sold below expected retail margin (below-keystone pricing recovery); and (c) aging markdowns, being the vendor's agreed share of the margin reduction on inventory sold after it has aged past its applicable shelf-age threshold. For consignment inventory, the vendor is paid its share of the actual sale price, so any discount is already shared through the split; consignment credits are therefore limited to returns and waste, and co-marketing credits and aging markdowns apply only to wholesale inventory. The primary data source is the state track-and-trace system (e.g., Metrc); supplemental sources (such as point-of-sale exports and invoice-derived costs) may be used case by case. Automated credit memos follow the same review and approval workflow as manual credit memos, and retailers are responsible for reviewing them for accuracy before they are issued.
ShelfSpace identifies, documents, and facilitates the recovery of vendor credits owed to retailers, including analysis of sales and cost data against wholesale costs, preparation of credit memos on retailers' behalf, communication with vendors for review and approval, and application of approved credits against amounts payable. Fees for credit recovery, if any, are set in your Order and may include a recurring fee and/or a commission calculated as a stated percentage of credits applied or netted in your favor, as described in Section 12.3. ShelfSpace does not charge a per-credit-memo fee. ShelfSpace does not guarantee any specific recovery amount. Retailers are responsible for reviewing identified credits for accuracy.
Vendors receive credit memo proposals — whether delivered individually or aggregated within a Monthly Credit Statement — via email and through the ShelfSpace Platform. Vendors may respond by approving the proposal, proposing an adjustment, or opening a discussion regarding any line item.
Monthly Credit Review and Deemed Approval. A Retailer may issue you a monthly credit memo through ShelfSpace covering (a) customer returns, (b) product destruction/waste, (c) co-marketing credits, and (d) aging markdowns, with supporting detail. We deliver each credit memo to your designated email address and make it available in your ShelfSpace vendor portal. Within ten (10) calendar days of delivery, you may approve it, propose an adjustment, or open a discussion — by replying to the notification or acting in the portal. If you do not respond within that period, you agree that the Retailer may deem approved, and apply to your account or net against amounts otherwise payable to you, the portion of the credit memo attributable to (1) customer returns, (2) product destruction/waste, (3) any co-marketing credits you previously pre-approved through the ShelfSpace promotions program, and (4) aging markdowns — the shared portion of the reduction below expected retail margin on inventory sold after it has aged past its applicable shelf-age threshold, whether or not a point-of-sale, loyalty, employee, or other discount was also applied to the sale. Co-marketing credits that were not pre-approved and are not aging markdowns will not be deemed approved on non-response and require your affirmative agreement. Deemed approval applies only where the credit memo was successfully delivered to you, and does not limit your right to raise a dispute afterward as described in Section 7.7.
Deemed approval is a term of the Retailer's commercial relationship with its Vendor, disclosed to the Vendor in the credit memo and the Retailer's credit policy notice. It applies under that relationship whether or not the Vendor has a ShelfSpace account or has accepted these Terms; for a Vendor that has accepted these Terms, it is also agreed to under this Section.
Retailer's term; ShelfSpace as administrator. The deemed-approval period, the categories eligible for deemed approval, and the right to net approved credits against amounts payable are commercial terms of the Retailer's relationship with its Vendor, set by the Retailer, and are described to Vendors in the credit memo, in the Retailer's credit policy notice, and in these Terms. ShelfSpace administers those terms as the Retailer's agent: it delivers the credit memo, sends reminders, records responses, and applies deemed approval in accordance with the settings the Retailer has configured and only where the credit memo was delivered. A Retailer that uses deemed approval represents that it has the right to apply those credits under its relationship with the Vendor. A Retailer may configure deemed approval to require the Retailer's own confirmation before a deemed credit memo is applied.
Responses by email. Responses to credit memos and Monthly Credit Statements may be given in the Platform or by replying to the notification email. Email replies are read and interpreted by ShelfSpace's systems, which may include AI, and the response is recorded in the Platform. A reply that clearly approves the credit memo may be recorded as an approval, with the same effect as an approval given in the Platform. A reply that is unclear, conditional, or raises a question is treated as opening a discussion, not as an approval, and may be reviewed by ShelfSpace personnel. If you believe a response was recorded incorrectly, notify ShelfSpace through the Platform or by email within the dispute window in Section 7.7, and ShelfSpace will review it and, if it was recorded in error, correct it.
ShelfSpace will follow up with you before the deadline via email reminders, in-Platform notifications, and additional communications generated through the Platform. Reminder cadence and channels are at ShelfSpace's reasonable discretion and may be adjusted from time to time without notice.
Stale Statement Escalation. If a credit memo or Monthly Credit Statement has not been approved, deemed approved, or voided within ninety (90) calendar days of its date of delivery, ShelfSpace will notify the affected retailer's designated administrators by email. Following such notice, the retailer's administrators may, in their discretion, elect to (a) approve the credit memo or statement at the originally proposed amount, which shall constitute final acceptance for purposes of these Terms, (b) void the credit memo or statement, or (c) continue to await vendor response. The stale-statement notification is itself informational and does not, of itself, constitute approval, rejection, or modification of the proposal.
Reserved Optional Behaviors. ShelfSpace reserves the right, with at least thirty (30) days' written notice provided via email or the Platform, to enable additional response-driven behaviors for credit memos and Monthly Credit Statements, including (a) a hold on outgoing payment instrument generation to a vendor while a credit memo or Monthly Credit Statement involving that vendor has not been approved, deemed approved, or voided, or (b) other procedural behaviors consistent with these Terms. Such behaviors will not take effect until the notice period elapses.
Credit memos and Monthly Credit Statements remain in effect until they are approved, deemed approved, voided, or otherwise resolved under these Terms. ShelfSpace and authorized retailer administrators may void credit memos or Monthly Credit Statements at any time, including following a vendor's request to open discussion or an administrator's election under Section 7.4. ShelfSpace may send reminder notifications prior to voiding but is not obligated to do so. Voided credit memos and Monthly Credit Statements have no effect on settlement obligations and cannot be reactivated.
ShelfSpace may generate monthly credit statements aggregating credit memos per vendor-retailer pair. Monthly credit statements serve as consolidated records for credit application and are subject to the vendor review, deemed-approval, and dispute provisions of Sections 7.4 and 7.7.
Notwithstanding Section 6.15, you may dispute a credit memo — including a credit memo that was deemed approved under Section 7.4 — for sixty (60) calendar days after it is applied against amounts payable to you, through the Platform or by contacting ShelfSpace. After that sixty (60) day period, the applied credit memo is final and binding, except for systemic errors as described in Section 6.15.
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, the counterparty in the transaction where applicable, and ShelfSpace personnel as described in the Privacy Policy.
Point-of-sale exports and other files may contain information about your retail customers, including, for medical sales, patient or caregiver identifiers. ShelfSpace does not need this information to provide the Service. Where practical, remove it before uploading. ShelfSpace designs its ingestion processes to discard consumer-identifying fields rather than store them in its database records, but it retains the original files you upload in access-controlled storage as part of your records, as described in the Privacy Policy, and it cannot guarantee that every such field in every file format will be excluded. You represent that you are permitted under applicable law, including state cannabis and medical-privacy rules, to provide any personal information contained in the data you upload, and you remain responsible for your obligations to your customers.
The Service includes AI-powered features ("ShelfiQ") that provide platform guidance, analysis of your business data, answers to questions, extraction of data from documents, handling of email received by ShelfSpace (including email sent to ShelfSpace-hosted addresses assigned to your account, such as an accounts-payable or accounts-receivable address), drafting of communications, and research used in account and compliance reviews. ShelfiQ is accessible within the Platform, through evaluation and onboarding pages, on our website, and by email. ShelfiQ output is generated by artificial intelligence and is provided for informational and operational 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, and the business data ShelfiQ uses to respond, may be stored and analyzed to operate, support, secure, debug, and improve the Service, and to produce de-identified analytics. ShelfSpace's AI model provider (Anthropic) processes this data through its commercial API under terms and a data processing addendum that prohibit Anthropic from using it to train its models. ShelfSpace does not sell your business data. Your business data is not shown to other customers, except (a) as needed to transact with your trading partners, as described in the Privacy Policy, (b) vendor business and contact information maintained in the shared vendor directory described in Section 13.6, (c) shared Payer business and billing-contact records described in Section 6B.4(f), and (d) de-identified or aggregated data. Output that ShelfiQ generates from your data for your use may be used by you for your internal business purposes, as described in Section 13.5.
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, invoices, and reminders), 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 may flag the matter and copy ShelfSpace personnel on its response, and ShelfSpace personnel monitor these communications and may intervene.
AI-assisted replies may be sent from a ShelfSpace-hosted address associated with your account and may display your business name, as described in Section 4.7. Email replies can record responses to credit memos and statements as described in Section 7.4. For ShelfPay, the assistant acts within the scope described in Section 6.10; for ShelfCollect, ShelfiQ may respond to a Payer's replies on behalf of the Collecting Vendor within the scope described in Section 6B.8, and an automated voice assistant may call a Payer as described in Section 6B.16.
AI Interaction Disclosure. Users and recipients of platform-generated emails acknowledge that replies to such messages may be processed and responded to by artificial intelligence. ShelfSpace discloses the involvement of AI in these communications through these Terms and through notices included in many platform-generated emails advising that replies may be processed by ShelfSpace's AI assistant; replies sent in a customer's name (including under Sections 6.10 and 6B.8) may or may not carry that notice, and the assistant will not deny being an AI assistant if asked. Users may ask ShelfSpace to route replies to their communications to a person instead of the AI assistant; doing so 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, except where the User has enabled automated intake under Section 6.10. ShelfSpace does not guarantee the accuracy of AI-extracted data.
AI features may take operational actions within the permissions of the account they act for, such as classifying documents, matching records, recording responses, drafting or sending routine communications, and preparing items for approval. AI features do not originate payments. A payment is released only through a person's approval in the Platform or under a standing or scheduled Instruction that you have configured. You are responsible for reviewing items prepared by AI before you approve them.
Sections 9.1 through 9.6 describe ShelfSpace's own AI features. This Section covers AI assistants and agents that you choose, from other companies, and connect to your account ("Your AI Tools").
(a) Connecting. Where the Platform offers it for your account, you may connect Your AI Tools by signing in and approving the connection. A connected tool can see and do only what the person who connected it can see and do, and only within the access shown when the connection was approved. Connect Your AI Tools only through the connection the Platform provides. Do not give an AI tool your password or your multi-factor authentication codes. The actions a connected tool can take, and the limits on how much it can do, may change as we add or remove features.
(b) What your AI does counts as you. Everything a connected tool does with your access is treated as done by you under Section 3.1 and binds you and the business you act for. That is true whether or not you reviewed the action first, and whether the tool acted on your instructions or on instructions it found in a document, email, or web page. You are responsible for choosing, setting up, and supervising Your AI Tools, for the instructions you give them, and for keeping your connections secure. The Platform marks these actions as taken through an AI agent; that label does not change who is responsible for them.
(c) Other companies' tools; your data. Your AI Tools are provided by other companies under their own terms. When a connected tool reads information from your account, that information leaves the Service and is handled by the tool's provider under its terms and privacy practices, not ours. This can include information about your vendors, customers, and other trading partners, and you are responsible for having the right to share it. ShelfSpace does not provide, control, or endorse Your AI Tools, and is not responsible for what they say or do, for their errors, or for what their providers do with your information. Section 9.2 applies to their output as well.
(d) Disconnecting. You may disconnect any of Your AI Tools at any time in your account settings, and your organization's account administrator may turn off AI tool access for your locations. Disconnecting stops new access promptly. It does not undo actions already taken or recall information the tool already received.
(e) Suspension of AI access. ShelfSpace may limit, suspend, or disconnect AI tool access, for one tool, one account, or everyone, at any time and without prior notice, to protect accounts, data, or the Service. Examples include a tool that appears compromised, a tool acting outside what its user would expect, or traffic that puts the Service at risk. Section 11B also applies.
(f) Payments and bank details. Your AI Tools may not approve, schedule, release, or mark paid any payment; adjust or short-pay an amount payable, or receive a delivery as invoiced; or change a vendor's split, its payout basis, or which vendor a brand's sales are paid to, unless your business has signed a separate AI Agent Addendum with ShelfSpace and ShelfSpace has turned those actions on for your account. The addendum says which locations and actions are covered and the limits that apply. For the actions it covers, the addendum controls if it conflicts with Section 9.6. Whether or not an addendum is in place, a change to bank account details submitted through Your AI Tools takes effect only after a person at your business confirms it in the Platform with multi-factor authentication.
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.
If you became a customer through a Rep's referral, the Rep may be paid a commission based on fees you pay to ShelfSpace, and ShelfSpace may share with the Rep your business name, account status, and the fee amounts used to calculate that commission. Reps do not receive access to your transaction data through the referral program.
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; (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.
To protect the Service and to meet its own obligations and those of its banking and payment partners, ShelfSpace reviews businesses that use the Service, at onboarding and periodically after that. Reviews may include: verifying business identity and cannabis licenses against state registries; screening the business and its owners, officers, and control persons against U.S. government sanctions lists; searching news and other publicly available sources, including through automated and AI-assisted web searches; searching public court records for criminal, civil, and bankruptcy matters; assigning an internal risk rating; and requesting additional information or documents from you, such as formation and tax documents, ownership information, government-issued identification of controlling owners, and bank-account verification documents. You agree to cooperate with reasonable requests and to notify ShelfSpace promptly of any change in your ownership, control persons, licenses, or banking.
ShelfSpace may place a hold that pauses payments to or from your business, or pauses specific features, while a review is pending, if a license appears not to be active, if a possible sanctions match or other potential concern is identified, if your banking details change, or where required by law or by a banking or payment partner. Automated screening may place a hold immediately. ShelfSpace will lift a hold when the review is resolved in your favor. A hold based on a confirmed sanctions match will not be lifted except as permitted by law. ShelfSpace is not required to disclose the reasons for a hold where doing so would be unlawful or would compromise a review. Holds do not relieve any party of its payment obligations to another party, and ShelfSpace is not liable for any delay, late fee, or loss resulting from a hold placed in good faith under this Section.
Notice and opportunity to respond. Where law permits, ShelfSpace will tell you that a review is in progress. If ShelfSpace decides to keep a hold in place, or to decline or end payment services for your business, based in whole or in part on public-record, court-record, or news information about your business or about one of your owners, officers, or control persons, ShelfSpace will, where law permits, first tell you the general nature and source of that information and give you, and the affected individual, a reasonable opportunity to dispute its accuracy or completeness and to provide additional information before the decision becomes final. ShelfSpace will consider any information provided and will correct its records if the information is shown to be inaccurate.
Review results are used only to decide whether and how ShelfSpace provides payment services and other features to a business, to comply with law, and to manage fraud and compliance risk. ShelfSpace may share review information, including information about owners and control persons, with its banking and payment partners for their own due-diligence and compliance obligations, and with regulators or law enforcement where required. ShelfSpace does not sell review results or provide them to anyone for any other purpose. ShelfSpace does not obtain consumer reports from consumer reporting agencies for these reviews, and review results are not used to make decisions about any individual's eligibility for credit, insurance, employment, or housing. If ShelfSpace later obtains a consumer report in connection with a review, it will first obtain any authorization, and provide any notices, required by the Fair Credit Reporting Act and applicable state law.
You represent that each owner, officer, and control person whose information you provide has been informed of, and has authorized, the reviews described in this Section, and you agree to provide ShelfSpace with any written authorization from those individuals that ShelfSpace reasonably requests.
ShelfSpace may suspend all or part of the Service for you, with notice where practicable, if: (a) you fail to pay amounts when due; (b) a hold applies under Section 11A; (c) ShelfSpace reasonably believes your account is compromised or is being used fraudulently or unlawfully; (d) a license required for your business is suspended, revoked, or expired; (e) continuing the Service would violate law or the requirements of a banking or payment partner; or (f) your use poses a security or operational risk to the Service or other users. ShelfSpace will restore the Service promptly once the reason for the suspension is resolved. Suspension does not relieve you of any obligation accrued under these Terms or an Order.
Pricing for paid plans and Managed Services is set individually for each customer and is stated in its Order, which may be the rate shown in your account's billing settings. No fee is owed for the Service unless it is set out in an Order or shown to you in your account's billing settings. ShelfSpace may provide the Service, or any part of it, on a complimentary basis, either indefinitely or until a stated date. Where your rate has not yet been set, ShelfSpace will not charge you a recurring fee until the rate has been set out in an Order or shown in your billing settings. When a complimentary period ends, no recurring fee is charged unless the rate that will apply has been set out in your Order or shown in your billing settings. For a ShelfCollect plan a Vendor starts in the Platform, the Order is the plan and monthly price shown when the Vendor starts its trial or sets up billing, as described in Section 12.10.
An Order may include any of the following: (a) a recurring subscription or service fee, which may be a flat monthly base fee for your account or an amount allocated per participating location; (b) a one-time onboarding fee; (c) a commission calculated as described in Section 12.3; (d) transaction-based fees for specified services; and (e) third-party charges for optional services, such as printing and mailing paper checks, as described in Section 6.11(c). ShelfSpace does not charge per-check, per-payment, or per-credit-memo fees unless they are expressly set out in your Order. Plans started in the Platform carry no onboarding fee and no committed term. Fees are exclusive of taxes; you are responsible for any sales, use, or similar taxes arising from the fees, excluding taxes on ShelfSpace's net income.
If your Order includes a commission, it is calculated for each billing period by multiplying the percentage stated in your Order by the total amount of credits applied or netted in your favor during that period, as recorded in the Platform, whether the credit was approved, deemed approved, or netted against amounts payable. No commission is charged for any period during which your Service is complimentary. If a credit on which a commission was charged is later reversed or voided, ShelfSpace will credit the commission attributable to that credit against your fees in the next billing cycle or, if no further fees will be billed to you, refund it on request.
If an Order or an offer in the Platform includes a free trial, the terms of that trial, including whether and at what rate it converts to a paid plan, will be disclosed to you before you start it. Unless you cancel before the trial ends, a trial that is disclosed as converting will convert to a paid plan at the disclosed rate.
ShelfCollect trial. A Vendor's ShelfCollect trial lasts thirty (30) days from the day it is started. Starting a trial requires no bank details. Before the trial starts, the Platform shows the monthly price that will apply after it. If the Vendor's administrator sets up billing, the paid plan begins at that price when the trial ends. If no billing is set up by the end of the trial, nothing is charged and collecting is paused under Section 6B.20 until billing is set up.
UNLESS YOUR ORDER STATES OTHERWISE, PAID PLANS AUTOMATICALLY RENEW. At the end of each billing period, or at the end of any committed term in your Order, your plan renews for a successive period of the same length (or one month, for month-to-month plans) at the then-current fee, UNLESS you cancel before the end of the then-current period as described in Section 18. By starting a paid plan (including by allowing a disclosed trial to convert), you expressly consent to this automatic renewal and to the recurring charges it authorizes. ShelfSpace will make commercially reasonable efforts to send a renewal reminder to your email on file before each renewal of a committed term, but delivery of the reminder is not a condition of renewal.
Recurring fees are charged in advance for each billing period and are earned when charged, except that commissions and transaction-based fees are charged in arrears for the period in which they accrue. Fees are not prorated. Cancellation, downgrade, or termination during a billing period does not entitle you to a refund or credit for the unused portion of that period, except as provided in Section 18.1(a), and you retain access through the end of the period already paid for.
ShelfSpace may change a recurring fee effective as of a renewal period by giving you notice at least thirty (30) days before that period begins. A changed fee never applies retroactively and never takes effect mid-period, and fees in a signed Order for a committed term do not change during that term except as the Order provides. Continued use of the Service after a fee change takes effect constitutes acceptance of the new fee.
You authorize ShelfSpace to collect all fees due under your Order from the bank account you place on file, on each billing date and for so long as your Order remains in effect, by generating a remotely created check drawn on that account and payable to ShelfSpace (which may be processed as an electronic check image under the Check 21 Act) or, if and when made available, an ACH debit or another electronic payment instrument. Each fee collection will be itemized on an invoice or fee statement available in the Platform. You are responsible for keeping a valid bank account on file. This fee-collection authorization is in addition to, and independent of, the payment authorizations in Sections 5.3, 6.3, and 6A, which concern payments to trading counterparties. Sections 6.8 and 6.9 apply to any ShelfSpace fee-collection instrument that is returned or dishonored. If a charge fails, ShelfSpace may retry it, suspend or downgrade the Service, and pursue collection of amounts due.
If you believe a fee was charged in error, notify ShelfSpace within sixty (60) days of the charge. ShelfSpace will review the charge and promptly refund or credit any amount charged in error.
(a) Price. The monthly price is set by the band of monthly wholesale sales the Vendor chooses when it starts its trial (or the lowest band, if the Vendor is not sure). The bands and their prices are shown in the Platform, and the Vendor may change its band in Settings.
(b) Month to month. These plans have no committed term and no onboarding fee. They renew monthly under Section 12.5 and are charged in advance on the monthly billing day.
(c) Automatic band changes. If the total of the Vendor's ShelfCollect invoices, counted by invoice date and excluding void and draft invoices, is at least 110% of the top of its band in each of two completed calendar months in a row, the plan moves up to the band that fits the lower of those two months' totals, starting with the next charge, and ShelfSpace tells the Vendor in the Platform. A band never moves down automatically. A Vendor may choose a lower band in Settings, and this rule then applies to the lower band. A band change under this Section is part of the agreed price and is not a price change under Section 12.7. This Section does not apply to a price ShelfSpace has set by hand for an account.
(d) Billing. Only an administrator of the Vendor's account can enter the bank account and turn on billing. Fees are collected from that bank account under Section 12.8. ShelfSpace will make reasonable efforts to remind the Vendor in the Platform or by email before each charge. If a charge fails, ShelfSpace will retry it once, and if the retry also fails, collecting is paused under Section 6B.20 until billing is fixed.
(e) Cancel and reactivate. An administrator can cancel the plan in Settings at any time. Collecting continues until the end of the month already paid for and then pauses; nothing is prorated or refunded. Reactivating after that month has ended is charged on the day of reactivation, which becomes the new monthly billing day.
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.
Settlement reports, payment instruments, invoices, credit memos, statements, fee statements, analytics outputs, and other documents and records generated by the Platform ("Platform-Generated Documents") are generated using ShelfSpace IP, and their format, templates, and underlying methods remain ShelfSpace IP. You receive a perpetual, irrevocable, non-exclusive, royalty-free license to use, copy, and retain the Platform-Generated Documents relating to your business for your internal business, accounting, tax, audit, regulatory, and dispute-resolution purposes, including after your use of the Service ends. The data in those documents that you or your trading partners supplied remains User Data.
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.
Shared vendor directory. ShelfSpace maintains a directory of vendor businesses that is shared across the Service so that each vendor is represented once. The directory includes each vendor's business names, license numbers, business addresses, business contact details, and remittance details. Business information about a vendor that you provide or that ShelfSpace obtains in providing the Service to you (for example, from invoices, accounting records, or track-and-trace data) may be added to that directory and used to provide the Service to other customers who do business with that vendor. Your commercial terms, pricing, volumes, and transaction data are not added to the directory.
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.
ShelfSpace will not identify you by name as a customer in its marketing materials without your prior written consent, which may be given by email. ShelfSpace may describe its work for you in anonymized form that does not identify you.
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, EXCEPT FOR THE STANDARD OF CARE FOR MANAGED SERVICES EXPRESSLY STATED IN SECTION 4.5.
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 OR ANY ORDER EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY YOU TO SHELFSPACE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE THOUSAND DOLLARS ($1,000). THIS LIMITATION DOES NOT LIMIT YOUR OBLIGATIONS TO PAY FEES OR AMOUNTS OWED TO OTHER USERS, OR YOUR INDEMNIFICATION OBLIGATIONS.
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; (h) any tax liability arising from transactions facilitated through the Service; (i) any payment made in accordance with an Instruction, or any failure to stop payment on a voided, reissued, or stale Payment Instrument; (j) any delay, hold, or refusal under Section 6.17, 6B.9, or 11A; (k) any act or omission of a bank, payment network, print-and-mail provider, or postal carrier; (l) any entry made in, or deleted from, a connected accounting system in accordance with Section 6.18 or 6B.2; (m) any Payer's failure to pay, any Receivable's collectability or enforceability, or the delivery, timing, or suspension of any Collection Communication; (n) the content of Collection Communications written, edited, or approved by a Collecting Vendor; or (o) any claim by a Payer or other non-User arising from ShelfCollect.
Processing errors. If a settlement, credit memo, invoice, or other record is calculated or prepared incorrectly because of an error by ShelfSpace, ShelfSpace's sole obligation, and your exclusive remedy, is for ShelfSpace to correct the record and re-issue or void the affected item where possible; for Payment Instruments, ShelfSpace's obligations for a ShelfSpace Error are limited to those in Section 6.14. Each User agrees to cooperate in good faith to correct any such error, including by returning or crediting any amount it received in error.
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:
Your obligations under this Section do not apply to the extent a claim is caused by ShelfSpace's gross negligence or willful misconduct or by ShelfSpace's breach of these Terms. User's indemnification obligations under this Section survive termination of these Terms. ShelfSpace shall give you prompt written notice of any claim for which it seeks indemnification. ShelfSpace may choose to control the defense of the claim with counsel of its choosing at your expense, or to allow you to control the defense, in which case ShelfSpace will reasonably cooperate and you may not settle any claim that imposes an obligation on, or admits fault by, ShelfSpace without ShelfSpace's prior written consent.
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 arbitration or other formal legal proceeding, each party agrees to first attempt to resolve the dispute informally by sending the other a written description of the dispute (to ShelfSpace at chris@shelfspace.pro, and to you at an email address on file for your account). The parties will attempt in good faith to resolve the dispute informally within sixty (60) days after that notice is sent. Any limitations period, including the one in Section 20, is tolled during that sixty (60) day period. Either party may seek provisional relief under Section 17.6 without waiting for that period to end.
If a dispute cannot be resolved informally, you and ShelfSpace agree to resolve the dispute through binding arbitration administered by JAMS 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, except to the extent a statute that cannot be waived by agreement requires otherwise. 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 ShelfSpace Confidential Information (as defined in Section 20), 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.
The arbitrator, and not any court, shall decide all questions of arbitrability, including the scope, validity, and enforceability of this arbitration agreement, except that a court shall decide any question about Section 17.4. Either party may bring an individual claim in small-claims court in lieu of arbitration if the claim qualifies. The arbitration shall be conducted in English by a single arbitrator and may be conducted by video conference or on written submissions if the arbitrator permits. The arbitration and any award shall be confidential, except as necessary to enforce the award or as required by law. Each party shall bear its own attorneys' fees, except as the arbitrator may award under applicable law or these Terms. The arbitration shall be administered by JAMS even if an Order or other agreement between the parties refers to a different arbitral institution. This Section 17 applies to all disputes between you and ShelfSpace arising out of or relating to these Terms, any Order, or the Service, including disputes that arose before you accepted these Terms; it does not govern disputes solely between Users, which Users may resolve as they agree. If twenty-five (25) or more similar demands are filed against ShelfSpace by or with the assistance of the same law firm or organization, JAMS's mass-arbitration procedures then in effect shall apply to the extent JAMS determines they are applicable. This agreement to arbitrate is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq. If Section 17.4 is found unenforceable as to any claim, that claim (and only that claim) shall proceed in the courts described in Section 17.1 and not in arbitration, subject to Section 17.5, and shall be stayed pending the completion of any arbitration of the remaining claims.
You may stop using the Service at any time, subject to any committed term in your Order. ShelfSpace may terminate your access to the Service: (a) for convenience, on thirty (30) days' notice, subject to any committed term in your Order (in which case ShelfSpace will refund any prepaid fees for the period after termination); (b) immediately on notice if you materially breach these Terms or an Order and do not cure the breach within ten (10) days after notice, or immediately for a breach that cannot be cured or for a breach of Section 11.1 (Prohibited Financial Activities); or (c) immediately on notice if a condition described in Section 11B(c), (d), or (e) applies and is not resolved within a reasonable time. Upon termination:
Cancellation by You. You may cancel your paid plan at any time through the Platform or by written notice to chris@shelfspace.pro. Cancellation takes effect at the END of your then-current billing period. You retain full access to your paid features through the last day of the period you have already paid for, and the plan will not renew for a further period. Consistent with Section 12.6, fees are not prorated and no partial-period refund is due. Upon the end of your paid access period, no further credit memos or settlements will be generated on your behalf; any credit memos already approved, deemed approved, or in the vendor review pipeline will complete their lifecycle. ShelfCollect payment links, reminders, and installment plans are handled as described in Sections 6B.14 and 6B.20, and ShelfCollect plans started in the Platform are cancelled as described in Section 12.10(e). Outstanding fees incurred prior to cancellation remain due, and cancellation does not relieve you of any obligations accrued prior to termination.
Committed Terms. If you have committed to a term longer than one month in your Order and terminate for convenience before that term ends, you remain responsible for the fees for the remainder of the committed term, which ShelfSpace may bill upon early termination. This does not apply to a month-to-month plan, which simply ends at the close of the then-current month.
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: Sections 1.2 and 1.3; Section 3.1 (as to actions taken before termination); Section 4 (introductory paragraph, as to the nature of ShelfSpace's role); Section 4.3 (as to entries already made); Section 4.4; Section 4.5 (as to remedies); Section 4.6; Section 4.7 (as to communications already sent); Sections 5.2 and 5.3; Section 5A (Consignment Framework and Inter-Participant Relationships); Section 5B (Platform Exclusivity and Non-Circumvention); Section 6 (ShelfPay) as to Instructions given and Payment Instruments issued before termination, including Sections 6.6 through 6.9, 6.12 through 6.15, and 6.20; Section 6A (as to entries already initiated and their returns and reversals); Section 6B (ShelfCollect) as to Sections 6B.3, 6B.4, 6B.6, 6B.9, 6B.10, 6B.12, 6B.13, 6B.14, 6B.15, 6B.16(c), (d), (f), and (g), 6B.17(b), and 6B.18(b) with respect to activity before termination; Sections 7.4 through 7.7 (as to credit memos issued before termination); Section 8; Sections 9.2, 9.3, and 9.6; Section 9.7(b), (c), and (f) (as to actions taken and information accessed before termination); Section 10.3; Sections 11A.2 (as to holds placed before termination), 11A.3, and 11A.4; Section 12 (as to fees accrued before termination); Section 13 (Intellectual Property); Section 14 (Disclaimer of Warranties); Section 15 (Limitation of Liability); Section 16 (Indemnification); Section 17 (Dispute Resolution); Section 18; 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, subject to Section 4.1 and to any Order then in effect. We will not be liable to you or any third party for any modification, suspension, or discontinuation of the Service permitted by these Terms.
We may update these Terms from time to time. We will post the updated Terms on this page with a new Effective Date. For material changes, we will also notify you by email or in the Platform, and may ask you to accept the updated Terms when you next sign in. Changes take effect on the Effective Date stated, which will be no earlier than the date of posting. Your continued use of the Service after the Effective Date constitutes acceptance of the updated Terms. An update to these Terms does not change the fees or committed term in a signed Order except as that Order provides. A change to Section 17 does not apply to any dispute of which either party had notice before the change took effect; such a dispute is governed by the version of Section 17 in effect when the notice was given.
If you have questions about these Terms of Service, please contact us:
ShelfSpace Technologies Inc.
Email: chris@shelfspace.pro (legal notices) · support@shelfspace.pro (support)
Website: shelfspace.pro