Terms of Service

Shop Sussed Corp. (“Sussed”, “our”, “we” or “us”) owns and operates a technology platform that allows you to create a digital board of your own designs, ideas, images and other media assets that will allow you to visualize and organize your ideas for your creative project (“Solution”), among other things, allowing you to (a) use uploaded media to generate more designs (“Assets”) using embedded AI tools, (b) request apparel and other product designs uploaded or generated within the Solution to be sampled (“Sample”) in which Sussed will review and quote the Sample and (c) purchase apparel, branded merchandise products as offered and other fashion items either designed by you or designed by Sussed. Sussed also operates the https://www.shopsussed.com/ website and its subdomains (“Website”). The Website together with the Solution shall be referred to herein as the “Services”. These Terms of Service (“Terms”) outline the terms on which Sussed customers who have purchased access to the Solution. Customers and its users are referred to in these Terms as “Users”, “you”, or “your”.

By taking an action to indicate acceptance of these Terms (such as clicking a checkbox) or by using the Services, you acknowledge that you have read and understood these Terms, which constitute a binding legal agreement between you and Sussed and shall be effective as of the date of your acceptance of these Terms (“Effective Date”). If you do not accept these Terms, then do not use the Services. If you are accepting these Terms on behalf of a corporation or other entity, you represent and warrant that: (i) the individual accepting these Terms is duly authorized to accept the Terms on such entity’s behalf and to bind such entity; and (ii) such entity has full power, corporate or otherwise, to enter into these Terms and perform its obligations hereunder.

Use of some features of the Services may be subject to additional terms, which will be made available at the time of access, subscription, or purchase of the applicable features (“Additional Terms”). Any Additional Terms you enter into with Sussed governing use of such applicable features shall take precedence over conflicting provisions in these Terms.

Sussed may revise these Terms at any time and at our sole discretion. Any non-material change to these Terms will become effective on the date the change is posted. Any material changes to these Terms will be effective: (i) immediately if you are a new User; and (ii) if you are an existing User, upon the earlier of (a) thirty (30) days after notice is provided of such changes, which notice may be provided by updating the “Last Updated” date above, through email or through the Services (as applicable), or (b) your acceptance of the updated Terms.

1. The Services

1.1 Access

Subject to compliance with these Terms, during the term of User’s permitted access to the Services, User may access and use the Services for the User’s internal business purposes. We will provide the Services in accordance with laws applicable to our provision of the Services to Users generally (i.e., without regard for your particular use of the Services), and subject to your use of the Services in accordance with these Terms and all applicable laws. Use of the Services shall be in accordance with any User guides and manuals provided by Sussed (“Documentation”).

1.2 Modifications

Sussed may continuously update the Services with new capabilities or offerings or replace and/or discontinue some of the capabilities. You acknowledge and agree that some of the features and capabilities may be experimental and/or offered in limited versions or limited locations. In addition, Sussed may at any time, in its sole discretion, add or remove supported features and/or capabilities from the Services.

1.3 Availability

The Services availability and functionality depend on various factors, such as communication networks, software, hardware, and Sussed’s service providers and contractors. Sussed will make all reasonable efforts to have the Services materially available. Notwithstanding the foregoing, we do not warrant or guarantee that the Services will operate without disruption or interruption, or that it will be immune from any unauthorized access or will otherwise be error-free. Information sent or received over the internet is generally insecure and Sussed cannot and does not make any representation or warranty concerning security of any communication to or from the Services or any representation or warranty regarding the interception by third parties of personal or other information.

1.4 Third-Party Services

The Services may integrate with or rely on artificial intelligence (“AI”) technologies powered by machine learning and third-party platforms and services (including, without limitation, third-party AI technologies (“AI Services”)) that are not owned or controlled by Sussed (collectively, “Third-Party Services”). You acknowledge that the use and enabling (as applicable) of any such Third-Party Services will be subject to any terms which govern and/or apply to such Third-Party Services. You acknowledge that we are not responsible for the products and services provided by any Third-Party Services, and that Sussed is not the author or owner of any Third-Party Services and makes no warranties or representations, express or implied, as to the quality, capabilities, operations, performance, or suitability of Third-Party Services.

2. Registration and Account

2.1 User Eligibility

By using the Services and agreeing to these Terms, you represent and warrant to us: (i) that you are at least fourteen (14) years of age; (ii) that you have not previously been suspended or removed from the Services; and (iii) that your use of the Services complies with any and all applicable laws and regulations.

2.2 Account Registration

To use the Solution, you must register and open a Solution account through the Website (“Account”). To use the Solution, you will be invited to register and open an Account via email invitation link. You agree to provide accurate, current, and complete Account registration information requested by any Account registration forms (“Registration Data”), including but not limited to your name, organization name, e-mail, and password.

2.3 Account Security

You are responsible for maintaining the confidentiality of your Registration Data and for all activities that occur under your Account. You agree not to disclose your Account credentials to any third party, and you are responsible for any use or misuse of the Solution performed through your Account (including by any third party). If you think the security of your Account or Registration Data has been compromised, please contact us immediately. In the event of a dispute regarding the Account owner, we reserve the right to request documentation to determine Account ownership. If we are unable to reasonably determine the rightful Account owner, Sussed reserves the right to temporarily disable an Account until resolution has been determined.

2.4 Audit Rights

Sussed shall have the right to use the capabilities of the Services to confirm compliance with these Terms. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce these Terms, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to User support requests, or (v) protect the rights, property, or safety of Users and the public.

3. User Data, Designs, and Privacy

3.1 Sussed Responsibilities

Sussed shall: (i) use, modify, or disclose all data or information submitted by a User to the Services or passed through the Services by a User via a Third-Party Service (“User Data”) in accordance with applicable laws and solely to perform its obligations or exercise its rights under these Terms, and (ii) take commercially reasonable steps to maintain the security and integrity of the Services and the User Data.

3.2 Designs

The User may input information and data into the Services, including Assets (“User Data”) and use the Services to create their own designs for clothing and other fashion and supplemental products, such as packaging, tags, and branding materials (“Designs”).

3.3 User Responsibilities

User shall: (i) have sole responsibility for obtaining all consents and third-party licenses, and providing all necessary notices in accordance with applicable laws to ensure the User Data can be shared with Sussed and used by Sussed as contemplated herein, and (ii) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all User Data.

3.4 Privacy Policy

Sussed’s collection, use and disclosure of information about an identifiable individual (“Personal Information”) will be governed by our Privacy Policy located at /legal/privacy-policy (“Privacy Policy”). By using the Services, you consent to our collection, use, and disclosure of Personal Information as outlined therein. For clarity, any Personal Information within User Data shall be collected, used and disclosed in accordance with the Privacy Policy.

3.5 User Data and Design Restrictions

You agree that you will not upload or make available any User Data or create any Designs that: (a) are unlawful, harmful, or objectionable; (b) you do not have a right to make available; (c) infringe any intellectual property or other proprietary rights of any party (including privacy rights); (d) are or contain unsolicited or unauthorized solicitations, “junk mail,” “spam,” “chain letters,” or “pyramid schemes”; (e) contain harmful software or material; or (f) contain any misrepresentations. Sussed does not pre-screen any User Data or Designs but will have the right (but not the obligation) in its sole discretion to refuse or to remove any User Data or Designs from the Services.

4. Fees and Payment

4.1 Fees Generally

To use the Solution you must pay the applicable fees which may depend on the Solution module selected by you at the time of registration. Certain Solution features may require payment of one-time fees (i.e. fees payable on a per-transaction basis) or may require paying a recurring subscription Fee (“Subscription Fee” and together with one-time fees, “Fees”). You are required to provide a current, valid, accepted method of payment at the time of Account registration or at the time the Fees are incurred, as may be updated from time to time (“Payment Method”). You must maintain accurate payment information and notify us of any changes to billing information. For some Payment Methods, the issuer may charge you certain fees, such as foreign transaction fees or other fees relating to the processing of the Payment Method, and you are solely responsible for any such fees. All Fees are non-refundable except as set out in Section 11.7.

4.2 Billing

Fees are processed by a Third-Party Service. One-time fees are billed at the time they are incurred. Subscription Fees are billed at intervals designated at the time of registration. You authorize us to charge your Payment Method for the Subscription Fees on the first day of each subscription billing cycle. If your Payment Method expires, is invalid, or is otherwise not able to be charged for Subscription Fees for any reason, a Solution subscription may not be renewed.

4.3 Subscription Renewals

Upon the expiry of the initial Solution subscription, the Solution subscription shall be automatically renewed for an additional term of the same length as the initial Solution subscription unless you terminate or provide notice of non-renewal. For monthly Solution subscriptions, you may cancel renewal of your Solution subscription at any time and will continue to be billed and/or responsible for Subscription Fees until the end of the prepaid billing period, at which point your monthly Solution subscription will terminate. For annual Solution subscriptions, you must cancel renewal of your Solution subscription at least thirty (30) days prior to the Solution subscription’s renewal date. You may cancel renewals of your Solution subscription by navigating to “Settings” and then “Billing” on the Solution or by contacting Sussed. Subject to the foregoing non-renewal rights, you will be charged in full at the then-current price for the Solution subscription for each Solution subscription renewal.

4.4 Changes to Tier

If modification to a Solution subscription plan results in changes to subscription Fees, the new Subscription Fees will be effective and billed on the first day of the subsequent Solution subscription billing cycle. Downgrading a Solution subscription plan may cause the loss of access to certain Solution features or customizations.

4.5 Overdue Payments

Any incurred Fees not received by their due date may accrue (except with respect to fees then under reasonable and good faith dispute), at Sussed’s discretion, late charges at the rate of 1.5% of the outstanding balance per month (18% per annum), or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

4.6 Taxes

All Fees are exclusive of any taxes, duties or levies assessed by applicable governmental authorities (“Taxes”). All Taxes (exclusive of any Taxes based upon Sussed’s net income) shall be assumed by and paid for by you, not Sussed.

5. Termination

5.1 Term

The Subscription term shall commence as of the date of Subscription Fee payment and will continue until terminated by you (the “Term”).

5.2 Termination by You

You may terminate the Subscription at any time by navigating to “Settings” and then “Billing” on the Solution. After the cancellation, you will continue to have access to the Solution through the end of the applicable billing period, and from that date (as applicable) will no longer be able to access the Solution and the permissions, rights and licenses granted to you under these Terms shall terminate.

5.3 Termination by Sussed

Sussed may, under certain circumstances and without prior notice, immediately terminate your ability to access or receive the Services (as applicable) or portions thereof. Cause for such termination may include, but not be limited to: (a) breaches or violations of these Terms or any Additional Terms that you may have entered into; (b) requests by law enforcement or other government agencies; (c) a request by the Account owner; (d) discontinuance or material modification to the Services (or any part thereof); (e) unexpected technical, security, or legal issues or problems; (f) actual or suspected participation by you, directly or indirectly, in fraudulent or illegal activities; or (g) verbal, physical, written, or other abuse (including threats of abuse or retribution) of any Sussed customer, employee, member, or officer. You acknowledge and agree that all terminations may be made by Sussed in its sole discretion and that Sussed shall not be liable to you or any third party for any termination of your access to the Services or for the removal of any User Data or Designs. Any termination of these Terms by Sussed shall be in addition to any and all other rights and remedies that Sussed may have.

5.4 Result of Termination

Upon termination, the permissions, rights, and licenses granted to you under these Terms shall terminate. Termination may cause the loss and/or availability of content, features, or capacity of your Account. To the extent User Data are in Sussed’s possession, custody, or control, Sussed will perform such deletion subject to the retention policy in our Privacy Policy, and upon your request, we will certify the same in writing. The following provisions shall survive termination: 4, 5.4, and 6–10, 13.

5.5 Suspension of Access

Notwithstanding anything in these Terms to the contrary, Sussed may, at its sole discretion, suspend access to the Services upon the occurrence of any of the following: (i) degradation or instability of any part of the Services, in which case we will endeavor to provide prior written notice to Users; (ii) if outstanding Fees are not paid for more than ten (10) days; (iii) an emergency, suspected fraud, enforcement by external authorities or regulatory requirement without notice or on provision of at least ten (10) days’ prior written notice to User where practicable; (iv) User’s failure to abide by the Terms; and (v) if you incur two (2) NSF transactions. Sussed will have no responsibility or liability for any losses, lost profits, potential lost business opportunities or other damages that might arise in relation to Sussed’s suspension of access to the Services.

6. Intellectual Property Rights

6.1 Reservation of Rights in Services

Sussed shall retain all rights, title and interest in and to the Services and any content thereon, such as Documentation and logos, graphics, icons, images, trademarks, trade names, and copyrightable materials, all whether or not registered and/or capable of being registered.

6.2 Ownership of User Data and Designs

As between you and Sussed, and to the extent permitted by applicable law, you shall retain your ownership rights in User Data and own the Designs. We hereby assign to you all our right, title, and interest, if any, in and to Designs.

6.3 License to Use Designs

You hereby grant to us (and our agents) a non-exclusive, royalty-free, worldwide license (with the right to sublicense), to use, copy, modify, transmit, display and distribute the Designs solely for the purpose of performing its obligations pursuant to this Agreement.

6.4 User Data License

By submitting, posting, or sharing User Data, you grant us (and our agents) a non-exclusive, royalty-free, worldwide license (with the right to sublicense) to use, copy, modify, transmit, display and distribute User Data as needed to provide and improve the Services and meet our obligations to you under these Terms. This license includes the right for Sussed to use and copy User Data for the purpose of creating aggregated and anonymized statistical analytics regarding Services parameters and characteristics (“Aggregated Statistics”), which shall not be capable of referencing back to an identifiable individual.

6.5 Use Restrictions

You may not and you shall not permit any person, and/or any third party to: (a) modify, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Services except to the extent that enforcement is prohibited by applicable law notwithstanding a contractual provision to the contrary; (b) circumvent any User limits or other timing or use restrictions that are built into the Services; (c) remove any content or other proprietary notices, labels, or marks from the Services; (d) frame or mirror any content forming part of the Services; or (e) access the Services in order to (i) build a competitive product or service or (ii) copy any ideas, features, functions or graphics of the Services.

6.6 Feedback

If you provide Sussed with any suggestions, comments or other feedback relating to Sussed’s products and services (collectively, “Feedback”), you hereby grant Sussed a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual, unrestricted license to use or incorporate Feedback into the Services and/or any other Sussed products or services and waive any moral rights you may have in such Feedback. You agree that: (a) we are not subject to any confidentiality obligations in respect to the Feedback, (b) you have the right to disclose the Feedback to Sussed, (c) Sussed (including all of its successors and assigns and any successors and assigns of any of the Sussed products and services) may freely commercialize the Feedback, and (d) you are not entitled to receive any compensation for the Feedback.

6.7 Publicity

Sussed may use your name and logo (as applicable) to identify you as a user of the Services, including on Sussed’s public website, in accordance with User’s standard guidelines governing use of its logos (if any are provided to Sussed). Sussed agrees to promptly stop using your name and logo in any new marketing or publicity initiatives upon written request.

7. Confidentiality

7.1 Definition of Confidential Information

“Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”) in connection with the Services, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to business and marketing plans, know-how, technology, technical and financial information, product designs, and business processes. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.

7.2 Confidentiality; Protection

The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, except with the Disclosing Party’s prior written permission. The Receiving Party agrees to protect the Confidential Information of Disclosing Party in the same manner that it protects its own Confidential Information (but in no event using less than reasonable care).

7.3 Compelled Disclosure

If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if the Disclosing Party wishes to contest the disclosure.

7.4 Remedies

If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of these Terms, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies may be inadequate.

8. Disclaimers and Warranties

8.1 Warranties

You warrant that: (i) you have the legal power to enter into and accept these Terms; (ii) you have all rights and licenses necessary to perform your obligations hereunder and grant the licenses contemplated hereunder; and (iii) you will use the Services in accordance with all applicable laws and any regulatory or professional obligations you may have. Sussed warrants that it will provide the Services in a manner consistent with the Documentation and with general industry standards reasonably applicable to the provision thereof.

8.2 Disclaimer

Except as expressly provided in Section 8.1, Sussed makes no representations and provides no warranties or conditions of any kind, whether express, implied, statutory or otherwise, and specifically disclaims all implied representations, warranties and/or conditions, including any representations, warranties and/or conditions of merchantability, merchantable quality, durability, title, non-infringement, satisfactory quality or fitness for a particular purpose, to the maximum extent permitted by applicable law. The Services, as well as the Products (as defined below) and Deliverables (as defined below) are provided “as-is” and use of the Services, Products, and Deliverables is entirely, or otherwise to the maximum extent permitted by applicable law, at User’s own risk. The Services are not designed or intended to ensure compliance with any local, provincial, federal, or international laws, regulations, codes, or standards. It is the sole responsibility of User to determine and achieve compliance with all applicable legal and regulatory requirements relevant to their operations.

8.3 AI Services Disclaimer

Given the inherent characteristics of generative artificial intelligence and machine learning technologies, your use of the Services may, in some situations, result in Output that deviates from factual information, or may be incomplete, outdated, biased, or otherwise inaccurate. It is your responsibility to conduct extensive and responsible testing of the Services, including efforts to evaluate and challenge the effectiveness of any controls or guardrails, to ensure the Output meets your accuracy, safety, and appropriateness requirements. You are responsible for informing any end users interacting with the Services of the inherent risks associated with AI-generated responses. Sussed shall not be responsible for any decisions made, advice given, actions taken, or failures to take action based on use of or reliance on any data, recommendations or related Outputs. Sussed does not represent or warrant that any data, recommendations or other Outputs generated through use of the AI Services will be accurate or applicable for User’s desired use or will be unique to Users.

9. Indemnification

You shall defend, indemnify, and hold Sussed and its subsidiaries, affiliates, officers, agents, and employees (“Sussed Parties”) harmless against any and all claims, actions, allegations, damages, losses, liabilities and expenses (of whatever form or nature, including, without limitation, reasonable attorneys’ fees and expenses and all costs of litigation), whether direct or indirect, that Sussed Parties may sustain as a result of: (i) a breach of these Terms or applicable law; (ii) negligence or willful misconduct; or (iii) any claims arising in connection with User Data, Designs, Products (as defined below), Deliverables (as defined below), or a Third-Party Service, (each a “User Claim”); provided, that Sussed: (a) promptly gives you written notice of each User Claim; (b) gives you sole control of the defence and settlement of each User Claim (provided that you may not settle or defend any User Claim unless it unconditionally releases Sussed Parties of all liability); and (c) provides you, at your sole cost, all reasonable assistance in respect to each User Claim.

10. Limitation of Liability

EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL SUSSED AND/OR ANY OF THE SUSSED PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUSSED HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUSSED’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL IN NO EVENT EXCEED THE FEES PAID BY YOU TO SUSSED DURING THE TWELVE (12) MONTHS PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CAUSE OF ACTION AROSE. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION 10 SHALL APPLY REGARDLESS OF WHETHER ANY ACTION IS BROUGHT IN CONTRACT OR IN TORT, (INCLUDING BREACH OF WARRANTY, NEGLIGENCE AND STRICT LIABILITY), OR FUNDAMENTAL BREACH AND/OR FAILURE OF ESSENTIAL PURPOSE OF THESE TERMS OR OF ANY REMEDY CONTAINED HEREIN AND SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

11. Product Orders and Professional Services

11.1 Overview

This Section describes how you may purchase certain products and professional services that Sussed will coordinate with third parties to create. Sussed will serve as an intermediary between you and the third party manufacturer or developer.

11.2 Product Orders

You may purchase certain apparel, branded merchandise products as offered and other fashion items that you design and create using the Services (“Product”). Sussed will be responsible for fulfilling or, at its discretion, contracting with a third party manufacturer to fulfill the Product orders (“Product Order”). The details of the Product Order will be detailed during the checkout process (“Checkout”).

11.3 Samples and Bulk Orders

Before purchasing bulk orders of Product (“Bulk Order”), you are highly encouraged to first order a Sample to ensure that the Product meets your specifications. For clarity, Bulk Orders and Sample may collectively be referred to as “Product Order”.

11.4 Minimum Order Quantity

Sussed may require a minimum quantity or expenditure that Sussed will accept for any Product Order and communicate this requirement prior to order confirmation.

11.5 Ownership of Products

Ownership of the Product shall transfer to you only upon (i) the delivery of the Products to the address communicated during the Checkout, and (ii) Sussed’s receipt of full payment for such Products. Until both conditions are satisfied, title to the Products shall remain with Sussed, regardless of delivery or possession by you.

11.6 Shipping

You shall be solely responsible for all shipping, freight, delivery, handling, and related transportation charges associated with the shipment of Products, including without limitation any taxes, duties, customs fees, import/export charges, and insurance costs. All such amounts shall either be paid directly by you to the applicable carrier or paid to Sussed upon invoice.

11.7 Refunds for Products

In the event that there are Material Defects (as defined below) with the Product, you may qualify for a refund. To qualify for a refund, you must notify Sussed within 7 days of receipt of the Product and provide a written explanation of the Material Defects. For the purposes of this Section, “Material Defects” are issues that are not present in the Sample or the final approved product design as identified on the “Review and Pay” page on the Solution. For clarity, you will not be eligible for a refund on the basis of the Designs, but only due to Material Defects. Sussed shall have sole discretion to determine whether a refund is justified on the basis of this Section 11.7. If you do not order a Sample before purchasing Products in bulk, then you will not be eligible for a refund and all Products will be final sale. No refunds are available for Sample.

11.8 Professional Services

You may use the Services to procure professional services such as website design, graphic design, etc. (“Professional Services”). Sussed will be responsible for fulfilling or, at its discretion, contracting with a third party designer to fulfill the Professional Services orders. The details of the Professional Services and the specific deliverables (“Deliverables”) will be detailed in a Quote.

11.9 Ownership of Deliverables

As between you and Sussed and upon receipt of full payment for the Deliverables, you shall own all rights, title, and interest in the Deliverables. We hereby assign to you all our right, title, and interest, if any, in and to the Deliverables.

11.10 Invoicing and Payment

Sussed shall invoice you for the Product Orders and Deliverables and you shall pay said fees as set forth during Checkout or in a Quote. The invoices will be based on milestones as set out in the Checkout or the applicable Quote. All fees for Product Orders and Deliverables, unless otherwise provided in the Checkout or the applicable Quote, are due net thirty (30) days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information with Sussed. Unless otherwise indicated, all dollar amounts referred to in this Agreement are in the lawful currency of Canada.

11.11 Discontinuation

Sussed reserves the right, at any time and in its sole discretion, to modify, discontinue, or cease the manufacture, sale, or support of any Product or product line, in whole or in part, without liability and without notice at any time. Any validly accepted Product Order prior to the effective date of discontinuation will be fulfilled by Sussed in accordance with this Agreement, subject to Product availability.

12. Free Trial

12.1 Vouchers for Free Trial

Sussed may issue you one or more promotional vouchers, tokens, credits, coupon codes, or similar instruments (“Vouchers”) that entitle you to access the Service at no charge for a limited period or for a specified quantity of usage (the “Trial Period”). Each Voucher is valid only for the duration, usage limits, and features stated on the Voucher or otherwise communicated by Sussed.

12.2 Voucher Conditions

Vouchers have no cash value, are non-refundable, and may not be sold, assigned, or transferred unless expressly permitted by Sussed. Vouchers may only be redeemed once and must be used before their stated expiration date. Sussed may cancel or revoke any Voucher issued in error, obtained fraudulently, or used in violation of this Agreement.

12.3 Trial Period and Automatic Termination

Unless otherwise stated on the Voucher, the Trial Period begins upon Voucher redemption and ends at the earlier of: (i) expiration of the time period stated on the Voucher, or (ii) exhaustion of any usage limits associated with the Voucher. Sussed may terminate or modify the Trial Period at any time upon notice to you.

12.4 No Warranty; “As-Is” Basis

The Services are provided under a Voucher during the Trial Period, and any related beta or pre-release features, are provided “as is,” without warranties of any kind, including implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

12.5 Limited Support

Sussed is under no obligation to provide support, maintenance, updates, or service-level commitments for use of the Service during the Trial Period, and any support provided is at Sussed’s discretion.

12.6 Data and Availability

You acknowledge that: (a) the Services may be modified prior to commercial release; (b) your data may not be retained after the Trial Period; and (c) you are solely responsible for exporting or backing up your data before the Trial Period ends. Provider will have no liability for any loss or deletion of data arising from the Trial Period.

12.7 Usage Limits and Restrictions

Use of the Services during the Trial Period is subject to any limits defined on the Voucher, including limits on users, features, storage, compute, or API calls. Sussed may impose additional reasonable limits to protect system integrity or prevent abuse.

12.8 Conversion to Paid Subscription

At the end of the Trial Period, continued access to the Services requires the purchase of a paid subscription or additional Vouchers (if applicable). If you do not transition to a paid subscription, Sussed may suspend or terminate access and you may lose access to any data stored within the Services.

12.9 Feedback

Any feedback you provide regarding the Trial Period or beta features may be used by Sussed without restriction, and you assign all right, title, and interest in such feedback to Sussed.

12.10 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUSSED WILL HAVE NO LIABILITY ARISING FROM OR RELATING TO THE TRIAL PERIOD OR VOUCHER USE. IN NO EVENT WILL SUSSED’S AGGREGATE LIABILITY EXCEED $100 FOR CLAIMS CONNECTED TO THE TRIAL PERIOD.

13. General

13.1 Relationship of the Parties

These Terms do not, and shall not be construed to create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto.

13.2 No Third-Party Beneficiaries

Except as stated in Section 9, there are no third-party beneficiaries to these Terms.

13.3 Governing Law and Jurisdiction

Any claim relating to the Services or these Terms will be governed by and interpreted in accordance with the laws of the Province of Ontario, Canada, without reference to its conflict-of-laws principles. Any dispute arising out of or related to your use of the Services or these Terms will be brought in, and you hereby consent to the exclusive jurisdiction and venue in, the competent courts of Toronto, Ontario, Canada.

13.4 Assignment

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, Sussed may assign these Terms in their entirety, without your consent, to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all its business, shares, or assets. Any attempt by a party to assign its rights or obligations under these Terms in breach of this section shall be void and of no effect. Subject to the foregoing, these Terms shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

13.5 Severability

If any provision of these Terms is found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provision.

13.6 No Waiver

No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default.

13.7 Electronic Form

Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

13.8 Force Majeure

Neither party shall be responsible for its failure to perform its obligations under these Terms to the extent due to unforeseen circumstances or causes beyond its control, including but not limited to acts of God, wars, terrorism, riots, embargoes, acts of civil or military authorities, fires, floods, accidents, or strikes, labour problems (other than those involving the employees of the affected party), computer, telecommunications, Internet service provider or hosting facility failures or delays involving hardware, software or power systems not within a party’s possession or reasonable control, provided that such party gives the other party prompt written notice of the failure to perform and the reason therefore and uses its reasonable efforts to limit the resulting delay in its performance.

13.9 Entire Agreement

These Terms and any applicable Additional Terms constitute the final, complete, and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreement, proposal, or representation (whether written or oral) concerning its subject matter. Notwithstanding any language to the contrary therein, no terms or conditions stated in a purchase order or in any other order documentation shall be incorporated into or form any part of these Terms, and all such terms or conditions shall be null and void.

13.10 Notices

Sussed may give notice to you by means of: (i) a general notice in your Account, effective the following business day after enacting the notice; or (ii) by electronic mail to your e-mail address provided in your Registration Data, effective the following business day. You may give notice to Sussed by e-mail to [email protected], with such notice deemed given the following business day after sending the e-mail. All notices shall be in writing.