SOFTWARE SERVICES AGREEMENT

Last Updated: May 26, 2026

This Software Services Agreement (the “Agreement”) is entered into by and between I Can Infotech Inc., a Canada federal corporation doing business under its registered brand name Retailr (“Retailr”, “Company”, “We”, “Us”, or “Our”), and the entity or individual accessing, installing, or deploying our services (“Customer”, “Merchant”, or “You”).

By executing an Order Form that references this Agreement, clicking “I Accept,” installing the Retailr application within the Clover App Market, Canva Apps SDK marketplace, Google Workspace Marketplace, Apple App Store, Google Play Store, or any other third-party point-of-sale or application ecosystem, or utilizing any aspect of the platform, you agree to all terms outlined below. If you accept this Agreement on behalf of a restaurant group, franchise system, or other corporate entity, you warrant that you possess the legal authority to bind that entity to these terms.

1. DEFINITIONS

• “Account” means the digital administrative workspace created by or for Customer to manage Retailr modules.

• “Applications” means the native mobile, tablet, and desktop software applications developed by Retailr for iOS, Android, and web operating systems.

• “Customer Data” means all electronic data, restaurant menu configurations, creative assets, metadata, pricing indexes, transaction details, or customer information uploaded, synced, or processed through the Services by Customer.

• “Effective Date” means the date upon which the Customer activates any part of the Services.

• “Integrated Ecosystems” means any third-party software environment or API network that Retailr natively connects with, including but not limited to the Clover Ecosystem, Canva App Platform, and Google Workspace Apps ecosystem.

• “Module” means any one of the four core specialized operating layers made available by Retailr (Menu, Orders, Reputation, Retention).

• “Services” means the cloud-based restaurant operating platform, software utilities, dynamic web applications, Integrated Ecosystem extensions, native mobile apps, and dashboard analytics provided by Retailr.

2. PROVISION OF SERVICES & ACCESS RULES

2.1 License Grant

Subject to compliance with this Agreement and payment of applicable fees, Retailr grants Customer a non-exclusive, non-transferable, revocable, limited-term right to download, install, access, and use the selected software Modules and native Applications (iOS and Android) for internal restaurant and business operations.

2.2 Ecosystem Integrations & Multi-Platform Authorizations

The Services function as a universal, cross-platform engine designed to integrate dynamically with multiple third-party application marketplaces, media platforms, operating systems, and account frameworks. By activating the Services, you explicitly authorize I Can Infotech Inc. to:

• Clover App / POS Sync: Access, retrieve, alter, and mirror your Clover database registries, item configurations, inventory levels, and pricing matrixes, routing software subscription fees or transaction performance items directly to your billing statement.

• Canva App Integration: Extract, modify, host, and push customized design documents, visual assets, and marketing layouts generated or stored via the Canva SDK straight to your local digital signage nodes.

• Google Workspace Integration: Synchronize profile configurations, email protocols, location assets, and calendar states across the Google Workspace Apps Marketplace to manage operations and public communication.

• Mobile Binaries (Android & iOS): Process localized notifications, hardware access permissions, device location metrics, and unique peripheral interactions required to run your customer-facing or kitchen-facing applications on Apple and Android hardware platforms.

3. DATA PRIVACY, SECURITY, AND CANADIAN COMPLIANCE

3.1 PIPEDA and Provincial Privacy Compliance

To the extent that Customer Data contains Personal Information (including customer mobile numbers, device tokens, checkout histories, or loyalty logs collected via web, Android, or iOS apps), both parties agree to comply with their respective obligations under the federal Personal Information Protection and Electronic Documents Act (PIPEDA) and any applicable provincial privacy statutes in Canada. Retailr acts strictly as a data processor regarding consumer Personal Information handled on your behalf.

3.2 Canada’s Anti-Spam Legislation (CASL) Warranty

The Retention Module and Orders Module enable direct-to-consumer text messaging, push notifications, and WhatsApp communication pipelines. Customer assumes sole legal responsibility for CASL compliance. You explicitly represent and warrant that:

• No marketing, promotional, or loyalty dispatches will be sent to any consumer unless valid express or implied consent has been obtained and documented under CASL framework guidelines.

• Every promotional message or app notification deployed via the Retailr infrastructure will contain a clear, functional, and immediate “Unsubscribe”, “STOP”, or opt-out mechanism.

• Any consumer opt-out request will be synced and honored immediately, terminating further marketing transmissions to that identifier.

4. FEES, FLEX-BILLING STRUCTURE, AND PAYMENT

Retailr provides a modular, flexible billing architecture. Customer may select between predictable recurring subscription fees (“Fixed Monthly SaaS”) or consumption-driven tiers (“Pay-As-You-Go / Performance Tiers”) on a module-by-module basis.

4.1 The Core Pricing Grid

All prices are quoted and processed in Canadian Dollars (CAD) or United States Dollars (USD) as specified on your active marketplace installation panel, mobile App Store billing portal, or Order Form, and are exclusive of applicable harmonized sales taxes (HST), goods and services taxes (GST), or provincial sales taxes (PST).

4.2 Non-Refundable Nature and Overdue Balances

All fees collected under this Agreement are non-refundable and non-cancelable. If any automated charge directed to your Integrated Ecosystem account, mobile App Store developer wallet, or registered corporate credit card is declined, Retailr reserves the right to suspend performance across all active Modules and Applications until overdue balances are resolved in full.

5. THE PRE-PAID COMMUNICATIONS WALLET

5.1 Wallet Mechanics

To dispatch text notifications, mobile application alerts, or run customer retention campaigns, Customer must maintain an active, auto-refilling pre-paid Communications Wallet inside the dashboard. This wallet operates independently of your fixed or performance module software fees.

5.2 Consumption Rates

Credits will be deducted in real time from your Communications Wallet according to the following consumption matrix:

• Standard SMS / Push Alerts: $0.05 per message (Consumes 1 Credit) — Transactional updates, app notification alerts, short text notes, or verification links.

• WhatsApp Utility: $0.05 per message (Consumes 1 Credit) — Automated delivery logs and receipt details.

• WhatsApp Marketing: $0.15 per message (Consumes 3 Credits) — Promotional asset dispatches, custom graphic distributions from Canva, and interactive offer selections.

6. INTELLECTUAL PROPERTY & DATA RIGHTS

6.1 Customer Ownership

Customer retains all right, title, and proprietary interest in and to all Customer Content, logo configurations, uploaded menus, custom Canva canvases, and branded imagery. Customer grants Retailr a worldwide, royalty-free, non-exclusive license to host, cache, replicate, modify, screen-stream, and compile such data purely for the operational execution of the Services.

6.2 Platform Intellectual Property

I Can Infotech Inc. owns and retains all right, title, and intellectual property interest in and to the Retailr platform, including its user interface configurations, native iOS and Android application binaries, Integrated Ecosystem extension extensions, dashboard layouts, kitchen routing code engines, automated AI algorithms, and any subsequent optimizations or software developments.

6.3 De-Identified Aggregate Analytics

Retailr reserves the unrestricted right to compile, synthesize, and leverage anonymized, aggregate data patterns, system performance statistics, and transaction volumes derived from Customer’s usage. This information contains no personal identification criteria and is used exclusively to train artificial intelligence modules, calibrate platform efficiency, and compile overall market trends.

7. TERM, CANCELLATION, AND DOWNGRADES

7.1 Term and Auto-Renewal

This Agreement commences on the Effective Date and continues on a month-to-month or annual auto-renewing cycle based on your onboarding selections, until terminated by either party.

7.2 Termination Rights

Either party may terminate or deactivate specific Modules or Applications at any point via the central administrative portal, the Clover App Market dashboard, Google Workspace console, or your platform App Store subscription manager. The termination takes effect at the conclusion of the active billing cycle.

7.3 Graceful System Downgrades

Upon cancellation of any paid premium Tier, Retailr applies a graceful system modification workflow. Customer Data and marketing databases are preserved, but live ecosystem data integration and asset syncing to physical TV nodes or mobile application endpoints will be paused or overlaid with operational limitation markers until premium plans are re-authorized.

8. WARRANTIES DISCLAIMER

THE SERVICES, INCLUDING CORE DIGITIZED MENU ASSETS, AUTOMATED ROUTING KDS MODULES, NATIVE ANDROID AND IOS APPLICATIONS, AI-DRIVEN RESPONSE BUILDERS, CANVA ASSET SYNC EXTENSIONS, AND SMS PROCESSING SYSTEMS, ARE ENTIRELY PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.

I CAN INFOTECH INC. DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY SOUGHT POLICIES OF MERCHANTABILITY, SYSTEM STABILITY, SECURITY, COMPLIANCE WITH CARRIER FRAMEWORKS, OR FITNESS FOR A PARTICULAR OUTCOME. WE HOLD NO SYSTEM RESPONSIBILITY FOR WIRELESS NETWORK LATENCY, HARDWARE FAILURES, INTERRUPTED CLOVER TRANSACTION LOOPS, APPLE/GOOGLE APP STORE OUTAGES, OR LOCALIZED STAFF WORKFLOW ISSUES.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY THE LAWS OF THE PROVINCE OF ONTARIO AND THE FEDERAL LAWS OF CANADA:

• IN NO EVENT SHALL I CAN INFOTECH INC. OR ITS DIRECTORS, EMPLOYEES, OR API PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE LOSSES, INCLUDING DIMINUTION OF RESTAURANT REVENUE, PRODUCT SPOILAGE, LOST MERCHANDISE REVENUE, CASL REGULATORY FINES, OR CARRIER SYSTEM RESTRICTIONS.

• THE COMPANY’S AGGREGATE TOTAL LIABILITIES FOR ALL SERVICE COMPLAINTS, DIRECT LOSSES, OR DISPUTES CONNECTED TO THIS SYSTEM ARE STRICTLY LIMITED TO THE ACTUAL FEES PAID BY THE CUSTOMER TO RETAILR IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE APPLICABLE CLAIM EVENT.

10. INDEMNIFICATION

Customer agrees to defend, indemnify, and hold harmless I Can Infotech Inc., its subsidiaries, and affiliates from and against any third-party claims, liabilities, damages, losses, fines, or legal defense costs (including attorney fees) arising out of or connected to:

• Customer’s direct breach of any clause within this Agreement.

• Any violation of CASL, PIPEDA, or mobile app ecosystem distribution policies originating from marketing materials distributed via Customer’s Account.

• Nutritional, ingredient, allergen, or pricing details displayed on physical in-store menu boards, mobile application interfaces, or digital checkout sites.

11. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement, its structural construction, and any legal conflicts originating from it shall be governed exclusively by the laws of the Province of Ontario, Canada, and the federal laws of Canada applicable therein, without regard to conflict of law metrics.

Both parties explicitly agree that any formal litigation, dispute resolution, or legal arbitration sequence will be initiated and resolved exclusively within the courts located in Toronto, Ontario, Canada. Both parties explicitly waive any right to participate in group, class-action, or representative legal workflows.

12. MISCELLANEOUS

12.1 Severability

If any single provision or covenant of this Agreement is deemed illegal, void, or unenforceable by an Ontario court or Canadian federal court of competent jurisdiction, that specific provision will be modified or severed, and the remaining provisions will continue in full force and effect.

12.2 Language Clause

The parties confirm that it is their express wish that this Agreement, as well as all other documents relating to it, including notices and future updates, be drawn up in the English language only. Les parties confirment leur volonté expresse que cette convention, ainsi que tous les documents s’y rattachant, y compris les avis et les futures mises à jour, soient rédigés en langue anglaise seulement.

12.3 Legal Correspondence

For any formal legal notifications, clarification inquiries, or corporate documentation requirements, please contact our compliance desk at:

I Can Infotech Inc.

Attention: Retailr Legal Compliance

Email: [email protected] / [email protected]