Retailr Digital Signage Cloud End User License Agreement (EULA) -

Effective Date: August 29, 2024

This End User License Agreement (“EULA”) is a legal agreement between you (“Licensee” or “You”) and Retailr Inc. (“Licensor,” “we,” “us,” or “our”) for the use of the Retailr Digital Signage Cloud software and services (the “Software”). By installing, accessing, or using the Software, you agree to be bound by the terms of this EULA. If you do not agree to the terms of this EULA, do not install, access, or use the Software.

1. Grant of License

Subject to the terms and conditions of this EULA, the Licensor grants you a limited, non-exclusive, non-transferable, and revocable license to use the Software for your internal business purposes. This license permits you to use the Software to manage and display content on digital screens connected to your POS system.

2. Restrictions

You agree not to, and will not permit others to:

Modify, adapt, translate, or create derivative works of the Software.
Decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code of the Software.
Rent, lease, lend, sell, sublicense, or otherwise distribute the Software to any third party.
Use the Software for any unlawful purpose or in a manner that infringes upon the rights of others.

3. Intellectual Property

The Software, including all its content, features, and functionality, is and will remain the exclusive property of Retailr Inc. and its licensors. The Software is protected by copyright, trademark, and other intellectual property laws. This EULA does not grant you any rights to use our trademarks, logos, or other proprietary symbols.

4. Customer Content

Responsibility for Content: You are solely responsible for all content, materials, and data uploaded, stored, and displayed by you using the Software (“Customer Content”). You must ensure that you have all necessary rights, permissions, and licenses for the Customer Content.
Indemnification: You agree to indemnify, defend, and hold harmless the Licensor from any and all claims, damages, losses, liabilities, and expenses (including legal fees) arising from your Customer Content or your use of the Software in violation of this EULA.

5. Termination

This EULA is effective until terminated. Your rights under this EULA will terminate automatically without notice if you fail to comply with any of its terms. Upon termination, you must cease all use of the Software.

6. Disclaimer of Warranties

The Software is provided “as is” and “as available,” without warranty of any kind, whether express, implied, or statutory. The Licensor does not warrant that the Software will be uninterrupted, error-free, or secure.

7. Limitation of Liability

In no event will the Licensor be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with your use of the Software. Our total liability to you for all damages shall not exceed the amount of fees you have paid for the Software in the twelve (12) months preceding the claim.

8. Governing Law

This EULA is governed by the laws of the State of Canada, without regard to its conflict of law principles.

9. Entire Agreement

This EULA constitutes the entire agreement between you and Retailr Inc. concerning the Software and supersedes all prior or contemporaneous agreements, whether oral or written.