Service Agreement

Parties and Definitions

1.1. Parties

This Master Services Agreement ("Agreement") is entered into between IN-STORE Design Inc., a corporation incorporated in Ontario, Canada; and Client or Partner, the individual, entity, or business identified during registration or in an executed Order Form. Client confirms that it acquires the Services for business purposes and not for personal, family or household purposes.

1.2. Key Definitions

Scope of Services

2.1. Services Provided

IN-STORE agrees to provide the Services identified in the applicable Order Form or as selected by Client during electronic onboarding. The specific deliverables, timelines, and performance parameters shall be as described in the Order Form and any accompanying Service Schedule.

2.2. Service Commencement

The Service Start Date is the date Client completes checkout, or the start date stated in the Order Form. IN-STORE will begin onboarding promptly after the Service Start Date and will begin active delivery within five (5) business days after receiving the completed intake information and the access and materials reasonably required. For a Monthly Service, the Free Period and billing run from the Service Start Date and are not extended by delays in completing the intake. A One-Time Project is paid in full at checkout, and its billing is not affected by when the intake or the work is completed.

2.3. Client Cooperation

Client acknowledges that successful delivery of the Services depends on timely provision of access credentials, brand assets, business information, and approvals as reasonably requested by IN-STORE. IN-STORE shall not be liable for delays caused by Client's failure to cooperate or provide required materials.

2.4. Modifications to Scope

Any changes to the agreed scope of Services must be documented in a written Change Order signed (or electronically approved) by both parties. Additional work not covered by the original Order Form will be quoted and invoiced separately.

2.5. Subcontractors and AI Tools

IN-STORE may engage subcontractors, third-party platforms, and AI-powered tools in delivering the Services. All third-party providers are bound by confidentiality obligations consistent with this Agreement. Client consents to the use of such tools as part of the service delivery process.

2.6. Advertising Platform Access & Authorization

Where the Services involve Client's accounts or assets on an Advertising Platform:

(a) Client appoints IN-STORE as its authorized agent to access and operate the specific accounts and assets identified in the Order Form or shared by Client, and represents that it has full authority to grant such access;

(b) access is granted exclusively through the Advertising Platform's own delegated-access mechanisms (for example, Meta Business Manager partner access or TikTok Business Center access). IN-STORE does not request, and Client must not send, usernames or passwords for any Advertising Platform account. Credentials sent in breach of this clause will be deleted and access re-established through the platform's delegated-access system;

(c) Client retains ownership and ultimate control of its accounts and assets at all times and may revoke IN-STORE's access from Client's own platform settings at any moment, without notice;

(d) IN-STORE will access and use Client's accounts, assets and Platform Data only to deliver the Services, in accordance with the platform policies referenced in Section 8.4 and IN-STORE's Privacy Policy, and will not use them for any other client or purpose;

(e) media budgets and advertising spend are charged by the Advertising Platform directly to Client's own payment method on Client's own account, as further described in Section 3.7.

2.7. Tender Services and Submission on Client's Behalf

Where the Services include tender search and bid preparation (for example IN-STORE AI TenderFlow):

(a) Client remains the bidder. Client decides which tenders to pursue and is solely responsible for the content, pricing, eligibility statements, certifications and commitments in every bid, and for any contract that results from it;

(b) IN-STORE prepares bid documents from the information Client provides. Client must review the final bid package before it is submitted and confirm that it is accurate and complete;

(c) IN-STORE submits a bid on Client's behalf only after Client approves the final package in writing (email is sufficient) and grants IN-STORE the necessary authorization or delegated access on the tender portal. Client may withdraw that authorization at any time in writing;

(d) information about buyers and decision makers is collected only from publicly available sources and is used only to prepare Client's bid. IN-STORE does not contact a buyer on Client's behalf without Client's written instruction;

(e) IN-STORE does not guarantee that any particular tender will be found, that a bid will be accepted or that Client will win any contract, and is not liable for a bid rejected because of information provided by Client, or for a deadline missed because Client's approval or information arrived late.

Fees, Payment & Setup

3.1. Fees

Client agrees to pay the fees for the packages and services selected at checkout or set out in the applicable Order Form, consisting of recurring monthly fees for Monthly Services and single fees for One-Time Projects. There is no setup fee. The first thirty (30) days of each Monthly Service are provided at no charge (the "Free Period", Section 4). One-Time Projects have no Free Period and are paid in full at checkout (Section 4.5). All prices and fees are quoted and charged in United States Dollars (USD), unless a different currency is shown at checkout, in the Order Form or on the invoice.

3.2. No Setup Fee

IN-STORE does not charge for setup and onboarding. No setup, onboarding, or integration fee is charged at any point. For a Monthly Service, the Free Period covers the period during which Client completes the intake process and IN-STORE configures the Platform and begins the work.

3.3. Payment Method & Billing

Client provides a valid payment method at checkout through IN-STORE's payment processor (Stripe). (a) For a Monthly Service, nothing is charged during the Free Period; when the Free Period ends, thirty (30) days after the Service Start Date, the first monthly fee is charged automatically to that payment method, and monthly fees are then billed in advance on the same calendar date each month (the "Billing Date"). (b) For a One-Time Project, the full project fee is charged once, at checkout, when the order is placed (or as stated in the Order Form). Client authorizes IN-STORE to charge the payment method on file for these amounts and for any other amount due under this Agreement. Monthly Services have no annual or long-term commitment and may be cancelled in any month under Section 6.1, including a Monthly Service with a Requested Commitment (Section 5.2). Failure to maintain a valid payment method constitutes a material breach of this Agreement.

3.4. Late Payment

Any amount not received within seven (7) days of the Billing Date will accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by applicable law, whichever is lower. IN-STORE reserves the right to suspend Services immediately upon non-payment.

3.5. Taxes

All prices and fees are exclusive of applicable taxes. Applicable sales taxes (such as GST/HST, PST or QST, or U.S. state and local sales taxes) are calculated and added at checkout or on the invoice. Client is responsible for all applicable federal, provincial, state, and local taxes, including HST/GST and any withholding taxes.

3.6. Fee Adjustments

IN-STORE may adjust its standard fees with no less than thirty (30) days' written notice prior to the start of a new subscription term. Continued use of the Services after the effective date of the adjustment constitutes Client's acceptance of the new fees.

3.7. Advertising Spend

Advertising and media budgets are separate from IN-STORE's fees. All media spend is charged by the relevant Advertising Platform directly to Client's own payment method on Client's own advertising account. IN-STORE does not receive, hold, mark up or refund media spend, and is not a party to Client's billing relationship with any Advertising Platform. Refunds, credits and billing disputes concerning media spend are governed solely by the relevant platform's own policies; IN-STORE will reasonably assist Client in raising such disputes with the platform.

3.8. Starting Prices, Discounts & Special Terms

Prices shown on IN-STORE's website as "from" an amount are starting prices; the final price depends on the scope selected and is the price shown at checkout or in the Order Form, which governs. Discounts and special prices are offered only by an Authorized Manager, through a personal discount code or a written offer, and apply only to the services, periods and amounts stated when issued. Discount codes are personal, non-transferable and have no cash value, and cannot be combined with other offers unless the offer says so. When a discount period ends, the regular price applies from the next Billing Date. No refund, credit, discount or other special term binds IN-STORE unless it is set out in this Agreement or the Refund & Cancellation Policy, or confirmed in writing (email is sufficient) by an Authorized Manager. Statements by other staff, contractors, partners, website chat, chatbots or AI voice assistants do not bind IN-STORE.

Free Period & Intake

4.1. First 30 Days Free for Monthly Services

Each Monthly Service purchased directly from IN-STORE starts with a Free Period of thirty (30) days from its Service Start Date, during which no fee is charged for it. IN-STORE begins the work during the Free Period. During the Free Period, Client is expected to complete the intake process at in-store.ca/marketing-intake-form and provide all required brand assets, access, and information. Client may cancel a Monthly Service at any time during the Free Period and will not be charged. When the Free Period ends, thirty (30) days after the Service Start Date, the first monthly fee is charged automatically to the payment method collected at checkout (Section 3.3). One-Time Projects have no Free Period and are paid in full at checkout (Section 4.5).

4.2. Intake Completion Deadline

Client has a maximum of three (3) calendar months from the Service Start Date to complete the intake process (the "Intake Deadline"). Billing does not depend on completion of the intake. If Client does not complete the intake by the Intake Deadline: (a) IN-STORE may, after notice to Client by email, place the affected service in a paused state, during which no further fees are charged and no active Services are delivered; (b) fees charged before the pause are non-refundable; and (c) the service may be reactivated at any time by Client completing the intake and notifying IN-STORE in writing.

4.3. Transition to Active Subscription

When the Free Period ends, a Monthly Service becomes an active paid subscription, as described in Section 3.3, unless Client has cancelled before the Free Period ends. The Free Period is available once per Client business for each Monthly Service, is not repeated if the same Monthly Service is cancelled and purchased again, and may not be combined with other promotional offers unless an Authorized Manager agrees (a discount code issued by an Authorized Manager counts as such agreement).

4.4. No Results Guarantee During Free Period

The Free Period is intended to allow onboarding, Platform configuration and the start of the work, so that Client can see the work before the first fee is charged. IN-STORE makes no representation that specific business results will be achieved during the Free Period or intake period.

4.5. One-Time Projects

A One-Time Project (currently IN-STORE Business Consulting, Market Position Research & Analytics and Marketing Strategy) has no Free Period. Its full fee is charged once, at checkout, when the order is placed (or as stated in the Order Form). IN-STORE Business Consulting is a personal consultation for mid-sized and large companies that includes an assessment of Client's business processes and a detailed proposal identifying the components, places, departments and structures where AI optimization can reduce costs and speed up processes; it is advisory, implementation of any proposal is a separate service, and IN-STORE does not guarantee any specific cost savings or process improvements. If Client requests a refund in writing within seven (7) days after payment and before IN-STORE has started the work, IN-STORE will cancel the order and refund the fee, less non-recoverable payment processing and transaction fees, to the original payment method. The work starts when IN-STORE holds the first consultation, kickoff or working session with Client, or begins research, analysis or drafting for the order, whichever comes first. Once the work has started or any Deliverable has been delivered, the project fee is non-refundable unless an Authorized Manager agrees otherwise in writing; if Client then asks IN-STORE in writing to stop, IN-STORE will deliver the work completed up to that point. Full terms are set out in Section 1.7 of the Refund & Cancellation Policy.

Term & Renewal

5.1. Term

This Agreement commences on the date Client accepts it or completes checkout, and continues for as long as Client has any active package or service, unless earlier terminated in accordance with Section 6 or 7. Monthly Services run month to month and renew automatically on each Billing Date, with no long-term contract, including a Monthly Service with a Requested Commitment (Section 5.2). A One-Time Project ends when it is delivered, or earlier as described in Section 4.5.

5.2. Requested Commitment (Non-Binding)

For some Monthly Services, IN-STORE asks Client to plan for a period of service (a "Requested Commitment"). Currently, IN-STORE asks Client to plan for six (6) months of Ad Accounts Setup & Management, which reflects the time IN-STORE plans for setting up, testing and optimizing the advertising accounts and campaigns. A Requested Commitment is a request and a planning assumption only. It is not a minimum term, and Client is not obliged to keep the service for that period. Client may cancel the service in any month, including during the Free Period, under Section 6.1, with effect at the end of the current paid billing period. No early cancellation fee, penalty or other charge applies; fees for later months are never payable or accelerated, including where the service ends because of Client's breach or non-payment (in which case only amounts already due remain payable); and Client may pause the service or delete its account on the same terms as for any other Monthly Service. If Client stops the service before the end of the Requested Commitment, the planned setup and optimization may not be completed, and IN-STORE gives no guarantee of results (Section 14). Fees already charged are not refunded because of an early stop, except under Section 6.4, 6.5 or 6.6.

5.3. Effect of Renewal

Each monthly renewal is subject to the fees in effect at the time of renewal (with notice under Section 3.6) and the then-current version of this Agreement as published on IN-STORE's website (with notice under Section 20.2).

Cancellation & Refund Policy

6.1. Cancellation by Client

Client may cancel a Monthly Service in any month, in the account portal (Settings, Payments & subscription) or by written notice to legal@in-store.ca. Cancellation takes effect at the end of the current paid billing period, and no further monthly fee is charged if the cancellation is received before the next Billing Date. A cancellation during the Free Period takes effect at the end of the Free Period without charge. The same applies to a Monthly Service with a Requested Commitment, which never requires payment for later months (Section 5.2). A One-Time Project is paid at checkout and is refunded on cancellation only as described in Section 4.5. Verbal, phone, chat or AI voice assistant requests are not accepted.

6.2. No Pro-Rata Refunds

Monthly fees are not refundable on a pro-rata or partial basis. If Client cancels mid-cycle, Services will continue until the end of the paid period, after which access will be discontinued.

6.3. Non-Refundable Items

Except for a refund of a One-Time Project fee under Section 4.5 or 6.4, a Service-Fit Refund approved under Section 6.5, and a refund confirmed in writing under Section 6.6, the following are strictly non-refundable: (a) fees charged before a service is paused for an incomplete intake (Section 4.2); (b) fees for completed work, reports, or content already delivered; (c) fees for the current billing cycle at time of cancellation; (d) any monthly fees for periods during which active Services were delivered, including where Client stops a Monthly Service before the end of a Requested Commitment; and (e) One-Time Project fees once the work has started or a Deliverable has been delivered, or after the seven (7) day refund window in Section 4.5 has passed.

6.4. Cancellation by IN-STORE

IN-STORE may cancel this Agreement with thirty (30) days' written notice for any reason, or immediately for cause. In the event of cancellation by IN-STORE without cause, IN-STORE will refund the pro-rata portion of any prepaid monthly fees for the unused portion of the then-current billing cycle, and, for a paid One-Time Project that is not yet completed, the fee paid less the reasonable value of the work already delivered.

6.5. Limited Service-Fit Refund

If Client and IN-STORE are in a genuine dispute about the quality of a Monthly Service and IN-STORE's Project Manager confirms in writing that IN-STORE cannot meet Client's reasonable, documented needs, IN-STORE will refund the most recent monthly fee paid for that service (one month only), less non-recoverable payment processing and transaction fees, to the original payment method, and the service will end (a "Service-Fit Refund"). A Service-Fit Refund is available once per Client, does not apply to One-Time Projects, media spend or third-party fees, and is subject to all conditions in Section 2.8 of the Refund & Cancellation Policy, including a written request within fourteen (14) days after the charge, prior written notice with at least ten (10) business days to remedy, and Client's compliance with this Agreement. The Project Manager's decision is made reasonably and in good faith. A Service-Fit Refund is not a satisfaction or money-back guarantee, and it is Client's sole and exclusive remedy for the dispute concerned.

6.6. Other Refunds & Special Terms

No other refund, credit or special term applies unless it is confirmed in writing (email is sufficient) by an Authorized Manager, as described in Section 3.8.

For complete billing details, see the Refund & Cancellation Policy.

Termination

7.1. Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) commits a material breach that is not cured within fifteen (15) days of written notice; (b) becomes insolvent or makes an assignment for the benefit of creditors; or (c) violates any applicable law in a manner that materially affects this Agreement.

7.2. Effect of Termination

Upon termination or expiry: (a) all licenses granted hereunder cease immediately, except the license to Deliverables under Section 9.2; (b) each party will return or destroy the other party's Confidential Information within ten (10) business days; (c) Client's access to the Platform will be revoked; and (d) all outstanding payment obligations survive termination.

7.3. Delivery of Client Materials

Following termination, IN-STORE will make Client's Deliverables available for download for a period of thirty (30) days. After this period, IN-STORE may permanently delete all Client data without further obligation. Upon termination, IN-STORE will also cease to use Client's Advertising Platform access, will support Client in removing IN-STORE as a partner in Client's platform settings, and will delete Platform Data in accordance with the Privacy Policy.

Client Obligations & Acceptable Use

8.1. Accurate Information

Client represents and warrants that all information provided to IN-STORE, including business details, contact lists, brand assets, and intake form data, is accurate, complete, and lawfully obtained.

8.2. Prohibited Uses

Client shall not use the Services to: send spam or communications that violate CASL, CAN-SPAM, GDPR, or any applicable law; distribute illegal, defamatory, fraudulent, or harmful content; infringe the intellectual property rights of any third party; engage in deceptive trade practices or false advertising; or circumvent, reverse-engineer, or attempt to replicate the Platform.

8.3. Content Review and Approval

Where the Services include AI-generated or agency-produced content, Client is responsible for reviewing and approving such content before publication. Approval by Client (including implied approval through inaction after the agreed review window) constitutes Client's acceptance of the content.

8.4. Advertising Platform Policies

Client shall comply, and shall ensure its content, products, landing pages and instructions comply, with the policies of each Advertising Platform used in the Services, including the Meta Advertising Standards, Meta Platform Terms, Meta Business Tools Terms, Meta Community Standards, TikTok Advertising Policies, TikTok Community Guidelines and TikTok Business Products (Data) Terms. IN-STORE may decline, pause or withdraw any instruction, content or campaign that in its reasonable judgment would breach a platform policy or applicable law, and such action is not a breach of this Agreement. Client acknowledges that Advertising Platforms may reject content, restrict or suspend accounts, or change policies, pricing and algorithms at their sole discretion, and that IN-STORE has no control over, and no liability for, such platform actions.

Intellectual Property

9.1. IN-STORE Platform & Technology

IN-STORE retains all right, title, and interest in and to the Platform, including all underlying AI models, automation workflows, proprietary systems, templates, processes, methodologies, and any improvements or derivatives thereof. Nothing in this Agreement constitutes a transfer of ownership of the Platform or any IN-STORE technology.

9.2. Deliverables

Subject to full payment of all fees owing, IN-STORE grants Client a perpetual, non-exclusive, royalty-free license to use the Deliverables specifically created for Client. This license does not extend to the Platform or any underlying technology. Deliverables of a One-Time Project are licensed only once the project fee has been paid. If a Service-Fit Refund is approved, Deliverables delivered before the date of approval remain licensed under this Section despite the refund; work in progress and unpublished drafts are not licensed.

9.3. Client Materials

Client retains all ownership of its pre-existing brand assets, trademarks, content, data, and intellectual property provided to IN-STORE. Client grants IN-STORE a limited, non-exclusive license to use Client Materials solely for the purpose of performing the Services during the term of this Agreement.

9.4. Portfolio Rights

Client grants IN-STORE the right to display Deliverables in IN-STORE's portfolio, website, case studies, and marketing materials, unless Client provides written notice requesting exclusion within thirty (30) days of delivery.

9.5. No Reverse Engineering

Client shall not reverse engineer, decompile, or otherwise attempt to derive the source code or algorithms of the Platform, or use the Services in any manner intended to compete with IN-STORE's business.

Anti-Spam Compliance (CASL, CAN-SPAM & International)

10.1. Client's Compliance Warranty

Client represents and warrants that all contact lists and email addresses provided to IN-STORE for outreach purposes have been lawfully obtained and carry valid express or implied consent under CASL, CAN-SPAM, GDPR, and any other applicable anti-spam or data protection law. Client will honor all opt-out requests within the timeframes prescribed by applicable law.

10.2. IN-STORE's Role

IN-STORE acts as a technology service provider and marketing agent on Client's behalf. IN-STORE does not independently verify whether Client's contact lists comply with applicable law. Client remains the legal sender and is ultimately responsible for compliance.

10.3. Indemnification for Compliance Breaches

Client shall indemnify, defend, and hold harmless IN-STORE from any regulatory fines, penalties, claims, damages, or legal costs arising from Client's breach of CASL, CAN-SPAM, GDPR, or any other anti-spam or privacy law.

Confidentiality

11.1. Mutual Obligations

Each party agrees to hold the other party's Confidential Information in strict confidence; not disclose Confidential Information to any third party without prior written consent, except to employees, contractors, or agents who need to know and are bound by equivalent confidentiality obligations; and use Confidential Information only for the purposes of performing obligations under this Agreement.

11.2. Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no breach by the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed without reference to the Confidential Information; or (d) is required to be disclosed by law or court order.

11.3. Duration

Confidentiality obligations survive termination of this Agreement for a period of five (5) years, except with respect to trade secrets, for which obligations survive indefinitely.

Data Protection & Privacy

IN-STORE will collect and process personal information provided by Client solely for the purpose of delivering the Services, in accordance with IN-STORE's Privacy Policy and applicable law, including PIPEDA, applicable provincial privacy legislation, and GDPR where applicable. IN-STORE will implement commercially reasonable technical and organizational security measures to protect Client data against unauthorized access, disclosure, or loss. Platform Data is handled exclusively as described in Sections 4.6, 6.5, 8, 15 and 16 of the Privacy Policy, which form part of this Agreement.

Limitation of Liability

IN-STORE shall not be liable for any: (a) indirect, incidental, special, consequential, or punitive damages; (b) loss of profits, revenue, business, or data; (c) damage to reputation or goodwill; or (d) business interruption losses, even if IN-STORE has been advised of the possibility of such damages. Without limiting the foregoing, IN-STORE is not liable for the decisions, actions or omissions of any Advertising Platform, including content rejections, reach or delivery fluctuations, account or asset restrictions or suspensions, policy changes, or API availability.

Disclaimer of Warranties

The Services and Platform are provided "as is" and "as available" without warranty of any kind, express or implied. To the maximum extent permitted by applicable law, IN-STORE expressly disclaims all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising from a course of dealing or usage of trade. IN-STORE does not warrant that the Services will be uninterrupted, error-free, or free from harmful components.

Indemnification

Client agrees to indemnify, defend, and hold harmless IN-STORE and its officers, directors, employees, agents, and successors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to: (a) Client's use of the Services in violation of this Agreement or applicable law; (b) Client's breach of any representation or warranty; (c) Client's infringement of any third-party intellectual property rights; (d) Client's failure to comply with applicable anti-spam, privacy, or data protection laws; or (e) Client's breach of any Advertising Platform policy referenced in Section 8.4.

White-Label Partner Addendum

16.1. Authorization

IN-STORE grants Partner a non-exclusive, non-transferable right to offer White-Label Services to End Clients under Partner's own brand. This right is personal to Partner and may not be sublicensed or transferred without IN-STORE's prior written consent.

16.2. Partner Obligations

Partner shall: (a) maintain its own agreements with End Clients consistent with the terms of this Agreement; (b) not make representations about the Services that exceed IN-STORE's documented capabilities; (c) handle all End Client billing, support, and relationship management independently; and (d) execute a Data Processing Agreement with IN-STORE prior to sharing any End Client personal data.

16.3. Brand Use

Partner must not disclose IN-STORE as the underlying service provider without IN-STORE's prior written consent. IN-STORE will not proactively disclose the white-label relationship to End Clients.

16.4. Liability for End Clients

Partner assumes full liability for the actions, omissions, and compliance obligations of its End Clients. IN-STORE is not a party to any agreement between Partner and its End Clients and has no liability to End Clients under any circumstances.

Non-Solicitation

During the term of this Agreement and for a period of twelve (12) months following its termination or expiry, Client shall not, directly or indirectly, solicit, recruit, or hire any employee, contractor, or agent of IN-STORE who was involved in delivering the Services to Client, without IN-STORE's prior written consent.

Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by circumstances beyond the party's reasonable control, including acts of God, natural disasters, pandemic or epidemic events, war, terrorism, government actions, cyber-attacks on infrastructure, or prolonged power or internet outages, or suspension, restriction, outage or material policy or API change of an Advertising Platform. The affected party shall notify the other party promptly and use commercially reasonable efforts to mitigate the impact.

Governing Law & Dispute Resolution

19.1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2. Informal Resolution

Before initiating any formal dispute proceedings, the parties agree to attempt to resolve any dispute through good-faith negotiation. Either party may initiate this process by delivering written notice describing the dispute. The parties shall have thirty (30) days from delivery of such notice to resolve the dispute.

19.3. Arbitration

If a dispute is not resolved within the informal resolution period, it shall be referred to and finally resolved by binding arbitration administered by the ADR Institute of Canada under its Commercial Arbitration Rules, conducted in English in Toronto, Ontario, before a single arbitrator. The arbitrator's decision shall be final and binding.

19.4. Class Action Waiver

To the extent permitted by law, Client waives any right to participate in any class action lawsuit or class-wide arbitration in connection with any dispute arising under this Agreement.

19.5. International Clients

For Clients or Partners located outside Canada, this Agreement and any dispute arising hereunder shall still be governed by Ontario law and resolved in Toronto, Ontario, unless expressly agreed otherwise in an Order Form.

General Provisions

20.1. Entire Agreement

This Agreement, together with all Order Forms, Schedules, and Addenda incorporated herein and IN-STORE's Refund & Cancellation Policy and Privacy Policy, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior negotiations, representations, warranties, and understandings, whether oral or written. If there is a conflict, the Order Form prevails as to price, currency and discounts, and the Refund & Cancellation Policy prevails as to billing, cancellation and refund procedures; otherwise this Agreement prevails. A Requested Commitment, or any reference to an "initial setup term", commitment or similar period on IN-STORE's website, at checkout or in an Order Form, never creates a minimum term or an obligation to pay for any period after cancellation, unless an Order Form signed by both parties expressly states a binding minimum term.

20.2. Amendments

IN-STORE may amend this Agreement at any time by publishing an updated version on its website with at least thirty (30) days' notice to Client. Continued use of the Services after the effective date of any amendment constitutes acceptance.

20.3. Assignment

Client may not assign, transfer, or delegate any right or obligation under this Agreement without IN-STORE's prior written consent. IN-STORE may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets, provided the assignee assumes all obligations herein.

20.4. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

20.5. Notices

All notices required or permitted under this Agreement shall be in writing and delivered by email with confirmation of receipt, registered mail, or courier. Notices to IN-STORE shall be directed to: legal@in-store.ca.

20.6. Electronic Signatures

Electronic signatures, including click-wrap acceptance during online registration, are legally binding and of full force and effect, consistent with the Electronic Commerce Act, 2000 (Ontario) and the federal Electronic Documents Act.

20.7. Language

The parties have agreed that this Agreement and all related documents shall be drawn up in English. Les parties ont convenu que la présente entente et tous les documents s'y rattachant soient rédigés en anglais.