RETAILR TERMS OF SERVICE

RETAILR TERMS OF SERVICE

Last Updated: May 26, 2026

Welcome to Retailr. Please read these Terms of Service (this “Agreement” or these “Terms”) carefully, as they constitute a binding legal agreement between you (“Customer”, “Merchant”, or “You”) and I Can Infotech Inc. (“Retailr”, “We”, “Us”, or “Our”).

By executing an online order form, installing the Retailr application through the Clover App Market or any other third-party point-of-sale marketplace, creating an account, or accessing or using any portion of our modular restaurant operating platform, software, or digital infrastructure (collectively, the “Services”), you explicitly agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a restaurant group, franchise entity, company, or other legal corporate entity, you represent and warrant that you have the full legal authority to bind such entity to these Terms.

1. ACCESS TO SERVICES AND ACCOUNT REGISTERATION

1.1 Account Security and Onboarding

To unlock and deploy the modular layers of Retailr, you must register for an administrative merchant account. You agree to provide accurate, truthful, current, and complete registration data and to promptly update such information as necessary. You are solely responsible for maintaining the absolute confidentiality of your administrative credentials, access tokens, and passwords. You agree to bear complete liability and legal accountability for all actions, configuration adjustments, and marketing campaigns initiated under your account.

1.2 The Clover Ecosystem and Third-Party Point-of-Sale (POS) Integrations

Retailr is designed to natively integrate, pull, and mirror database registries from your hardware infrastructure, specifically the Clover Ecosystem (collectively, “POS Systems”). By activating the Services, you grant Retailr explicit, ongoing authorization and API tokens to:

  • Extract, read, modify, and synchronize your POS item registry, descriptions, categorizations, inventory states, and pricing matrices.

  • Monitor transaction volumes, real-time checkout updates, and individual customer invoice records to calculate performance-based fees.

  • Deliver automated billing charges, subscription adjustments, and Pay-As-You-Go transaction items to your central Clover Merchant Statement for unified billing synchronization.

2. MODULAR MODULE ARCHITECTURE & SERVICE CONDITIONS

Retailr operates as a highly flexible, modular Software-as-a-Service (SaaS) and performance-metered ecosystem. You may configure and toggle your operational subscriptions across four core service pillars. Each pillar is subject to distinct feature constraints and deployment architectures.

2.1 MENU (Omni-Sync Digital Signage Module)

  • Scope of Service: This module transforms physical display systems (Smart TVs, media players) and digital environments into automated menus synced to your POS Systems.

  • Synchronization Mechanics: Retailr attempts real-time API synchronization. You acknowledge that momentary latency in internet configurations or local physical hardware disruptions may temporarily impact synchronization between your Clover register and physical screens. Retailr holds no liability for typographical pricing variances or stale out-of-stock data appearing on screens due to localized network drops.

  • Content Deployment: You assume complete liability for all media, promotional graphics, visual elements, or video assets uploaded to the Retailr Content Management System (CMS).

2.2 ORDERS (Order Management & KDS Suite Module)

  • Scope of Service: This module acts as your digital transaction intake system across custom hosted websites, tableside QR code layouts, Google Ordering APIs, and social media redirect pipelines, complete with Kitchen Display System (KDS) routing software.

  • Hardware Hardware Standards: Retailr provides the operational software layer. Unless specifically provisions are outlined in a separate enterprise hardware lease, you are exclusively responsible for procuring, maintaining, and protecting commercial tablets or screens deployed as KDS endpoints.

  • Fulfillment Mapping: Retailr serves as an informational router. We make no representations regarding the operational integrity, speed, or accuracy of your kitchen staff’s performance or localized device connectivity when executing orders placed via Retailr pipelines.

2.3 REPUTATION (Review Automation & Franchise Audit Module)

  • Scope of Service: This module provides automated AI generation mechanisms to request local Google My Business (GMB) reviews, coordinate programmatic AI responses, deploy internal operational compliance field-checklists, and redirect sub-optimal feedback workflows.

  • The “Firewall” Interception Disclaimers: The internal complaint management tool intercepts local ratings via QR endpoints to facilitate private operational remediation. You acknowledge and accept that Retailr cannot block, delete, or legally alter a customer’s constitutional right to post negative evaluations directly on public search platforms or map applications.

  • AI Generative Content: Any automatic responses generated via our integrated AI tools are provided to save you administrative overhead. You assume complete ownership and final editorial validation over any AI text written, sent, or published under your brand’s digital footprints.

2.4 RETENTION (Loyalty Engine & Promo Matrix Module)

  • Scope of Service: This module deploys direct-to-register consumer account tracking, automated promotional milestone configurations, VIP Tier classification tools, and cross-channel SMS/WhatsApp blast infrastructure.

  • Data Privacy Conformity: Because this module captures customer information (names, mobile identifiers, purchase logs, anniversary dates), you explicitly warrant that you will display a legally sound, consumer-facing Privacy Policy inside your establishments. You must secure appropriate consent before running programmatic text campaigns or processing automated messaging outreach under local text messaging frameworks.

3. BILLING, FEES, AND FLEX-PRICING MODELS

Retailr provides a choice between predictable recurring subscription frameworks (“Fixed Monthly SaaS Tiers”) and metered operational structures (“Pay-As-You-Go / Performance Tiers”).

3.1 Fixed Monthly SaaS Billing Mechanics

If you select the Flat-Rate Subscription model for any individual module, you will be billed recurring subscription fees in advance on a monthly or annual cycle (as chosen during sign-up).

  • Menu (Omni-Sync Pro): Fixed at $99/month for a bundle provisioning up to five (5) active media displays. Each active display added beyond the initial five-screen limit will instantly trigger an un-prorated add-on charge of $25/month per additional screen.

  • Orders (Fixed SaaS): Fixed at $149/month for un-metered processing volume across all intake pipelines, including software deployment across up to three (3) digital kitchen displays.

  • Reputation (Fixed SaaS): Fixed at $49/month per physical location, covering unlimited automated invitation dispatches and unlimited corporate administrative evaluation checklists.

  • Retention (Fixed SaaS): Fixed at $69/month flat fee for un-capped customer account creation and comprehensive VIP infrastructure rule management.

3.2 Performance and Pay-As-You-Go (PAYG) Billing Mechanics

If you activate the Zero-Risk Performance tier for any module, you explicitly authorize Retailr to track system milestones and charge your integrated payment method retroactively or dynamically at the close of each billing cycle:

  • Orders (Performance Mode): Charged at 10% commission per order processed across web, social, or tableside QR channels. These commissions are computed based on gross checkout values (inclusive of food, beverages, and taxes, but exclusive of tips).

  • Reputation (PAYG Mode): Charged at $0.99 per successful 4 or 5-star Google Review published to your profile via our automated tracking links. Internal private complaints are processed at a $0.00 rate. Specialized corporate field audit evaluations submitted via the app are billed at $5.00 per completed report.

  • Retention (PAYG Mode): Charged at $0.25 per unique milestone transaction. A milestone transaction is defined as either (a) a new diner profile successfully registering into your loyalty program, or (b) a customer executing an invoice that applies an accrued rewards points discount. Standard loyalty point balance additions during routine checkouts do not trigger individual transaction charges.

3.3 No-Refund Policy and Non-Payment

To the maximum extent permitted by applicable law, all fees, transaction itemizations, and fixed software subscription models are non-cancelable and non-refundable. If your synchronized payment processor (including Stripe Connect or the central Clover invoicing app) declines an automated withdrawal, Retailr reserves the immediate right to suspend your operational access to the corresponding modules until all balances are settled.

4. THE PRE-PAID COMMUNICATIONS WALLET & METERING

4.1 Wallet Capitalization requirements

The dispatch of direct marketing communications or operational customer notifications via text messaging or messaging applications requires the creation and continuous maintenance of an auto-replenishing, pre-paid “Communications Wallet”. This wallet operates independently of your fixed module SaaS fees or performance commissions.

4.2 Transmission Consumption Matrix

Every outbound message triggered automatically or manually through the Retention or Orders modules will deduct specific credit values from your Communications Wallet according to the following consumption matrix:

  • Standard SMS: Billed at $0.05 per message (Consumes 1 Credit). Utilized for basic transactional confirmations or verification loops.

  • WhatsApp Utility: Billed at $0.05 per message (Consumes 1 Credit). Utilized for programmatic purchase summaries or checkout delivery tracking.

  • WhatsApp Marketing: Billed at $0.15 per message (Consumes 3 Credits). Utilized for media-rich promotional broadcasts, graphic attachments, and interactive discount buttons.

4.3 Carrier Rules and Compliance Interceptions

You acknowledge that text messages exceeding standard text character boundaries (typically 160 characters) or utilizing complex media elements will be parsed by telecommunication infrastructure as multiple combined segments. Each individual segment will consume an independent credit item from your wallet.

Furthermore, you must strictly comply with all underlying carrier regulatory policies, including Meta Business API standards, regional anti-spam frameworks, and text messaging registries. Retailr preserves the absolute authority to immediately filter, block, or drop any marketing campaign that risks our underlying carrier reputation score or triggers compliance warnings.

5. DATA OWNERSHIP AND INTELLECTUAL PROPERTY

5.1 Customer Content and Data Ownership

As between Retailr and You, you maintain complete ownership and proprietary rights over all graphics, product imagery, menu data, location analytics, trademark profiles, and loyalty databases uploaded or mirrored into our system (collectively, “Customer Content”). You grant Retailr a non-exclusive, worldwide, royalty-free, sublicensable right to host, cache, duplicate, modify, display, and distribute your Customer Content solely to perform, maintain, optimize, and deliver the Services on your behalf.

5.2 Aggregated, De-Identified Data Analytics

Notwithstanding the foregoing, you acknowledge and agree that Retailr holds an unrestricted, permanent right to harvest, extract, compile, and synthesize anonymized statistical metrics, throughput volumes, conversion trends, and structural usage data derived from your engagement with the software. This data is kept strictly clean of any Personal Identifiable Information (PII). We may leverage this aggregated data to calibrate machine learning architectures, optimize feature performance, and compile market performance indexes during and after the lifecycle of this Agreement.

6. PROHIBITED USES AND SYSTEM INTEGRITY

You agree that you will not, and will ensure your managers, employees, and authorized agents do not:

  • Reverse engineer, decompile, or attempt to extract the source code, foundational structures, or API designs of Retailr.

  • Deploy any scraping tool, automated bot, script, or crawler to pull localized menu frameworks, performance analytics, or competitive data points from our system.

  • Use the automated Communications Wallet to distribute unsolicited spam, fraudulent pricing schemes, explicit content, or marketing messaging that violates carrier compliance rules.

  • Attempt to systematically forge transaction logs, alter Clover POS item counters, or interrupt system connectivity to manipulate or suppress commission fees due on the performance billing tiers.

7. TERMINATION, ADJUSTMENTS, AND GRACEFUL DOWNGRADES

7.1 Voluntary Service Cancellations

You may toggle off individual modules or initiate a complete cancellation of your Retailr subscription suite directly through your administrative portal or via the Clover App Market dashboard. Fixed subscription adjustments will become operationally effective at the expiration of your current active billing period.

7.2 Graceful Software Downgrades

If you cancel a paid software module (such as transitioning from an Omni-Sync Pro screen layout plan to a basic manual tier, or closing out a paid website package), Retailr will execute a graceful system downgrade. Your design assets, consumer lists, and menu databases will not be wiped instantly. Instead, your physical screen devices will be disconnected from the live Clover register sync at the conclusion of the paid term, or a transparent structural restriction watermark will appear on public-facing assets until appropriate premium subscription packages are re-authorized.

7.3 Discretionary Account Suspension

Retailr preserves the absolute discretion to suspend or terminate your account instantly if we establish that you have:

  • Violated any provision of this Agreement or underlying telecom compliance protocols.

  • Failed to resolve outstanding, overdue payment collection balances.

  • Engaged in fraudulent transactions or operational methods that threaten the underlying code infrastructure or application ecosystem of our platform partners.

8. WARRANTIES DISCLAIMER (“AS-IS”)

THE SERVICES, INCLUDING ALL DYNAMIC DIGITAL MENU TEMPLATES, KITCHEN ROUTING ENGINES, AUTOMATED GOOGLE REPUTATION TOOLS, AND COMMUNICATION DISPATCH APIS, ARE PROVIDED ENTIRELY ON AN “AS IS” AND “AS AVAILABLE” BASIS.

RETAILR EXPLICITLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SYSTEM SECURITY, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE ABSOLUTELY UNINTERRUPTED, ERROR-FREE, SECURE, OR COHESIVE WITH FUTURE THIRD-PARTY POS HARDWARE INTERFACES.

9. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE JURISDICTIONS, IN NO EVENT SHALL RETAILR, ITS FOUNDERS, DIRECTORS, EMPLOYEES, OR TELECOM API SUPPLIERS BE LIABLE UNDER ANY LEGAL CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR EQUITABLE THEORY FOR:

  • ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF RESTAURANT REVENUE, LOST STORE PROFITS, DIMINUTION OF BRAND REPUTATION, TELECOM CARRIER FINES, SYSTEM DOWNTIME, OR DATA CORRUPTION.

  • ANY LOSSES LINKED TO PHYSICAL HARDWARE BREAKDOWNS, LOCALIZED WI-FI DISRUPTIONS, INTERRUPTED CLOVER GATEWAY TIMEOUTS, OR THE INABILITY OF YOUR KITCHEN OPERATIONS TO ACCURATELY MONITOR LIVE KDS TABLES.

OUR AGGREGATE TOTAL FINANCIAL LIABILITY FOR ALL DISPUTES, INVOICE CLAIMS, OR SYSTEM CONCERNS ARISING OUT OF OR LINKED TO THIS AGREEMENT SHALL BE STRICTLY LIMITED TO THE ACTUAL AMOUNTS PAID BY YOU TO RETAILR FOR THE SPECIFIC SERVICE MODULE CAUSING THE ISSUES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE INCIDENT.

10. INDEMNIFICATION

You agree to defend, indemnify, and hold harmless Retailr and its affiliates from and against any third-party claims, liabilities, damages, operational losses, regulatory penalties, or legal defense costs (including attorney fees) arising from or linked to:

  • Your misuse of the Services or any direct violation of this Agreement.

  • Any Customer Content, ingredient warnings, or menu pricing data uploaded or deployed by your administrative accounts.

  • Any carrier litigation, consumer opt-out claims, or legal actions originating from automated marketing blasts dispatched via your Communications Wallet.

11. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement and any legal disputes arising out of it shall be governed by and interpreted under the laws of the State of Ontario, without regard to conflict of law principles. Any legal suit, arbitration sequence, or formal proceeding linked to this system shall be brought exclusively in the state or federal courts located in Ontario, Canada. Both parties explicitly waive any right to participate in group, class-action, or representative legal workflows.

12. AMENDMENTS AND MISCELLANEOUS

12.1 Programmatic Adjustments

Retailr reserves the right to modify these Terms or update modular service rates at any time. We will publish notification of any substantial, structural alterations to these terms through your administrative dashboard or via our public website channels. Your continued deployment and activation of the modules after such adjustments become active establishes your binding legal acceptance of the updated terms.

12.2 Severability and Survival

If any isolated clause of this Agreement is deemed unenforceable or illegal by a court of competent jurisdiction, that specific clause will be extracted, and the remaining legal tenets of this document will persist in full force and effect. All provisions addressing ownership, payment obligations, limitations of liability, warranty disclaimers, and dispute structures shall survive any termination of your service suite.

12.3 Contact Information

For formal legal notices, system inquiries, or billing clarification requests regarding your modular account setup, please reach out to our legal compliance office at: [email protected].