For the purposes of this Agreement, the following terms have the meanings set out below:
"Agreement" means these Terms of Service, together with the Data Processing Agreement, the Acceptable Use Policy, the Privacy Policy, the Billing Terms, and (for Business-plan subscriptions) the Service Level Agreement, which collectively form the entire agreement between the Parties.
"Authorized User" means any individual granted access to the Platform by the Client, including Client Admins, Standard Users, and Viewers.
"Client" or "Subscriber" means the organization that enters into this Agreement with SSMS to use the Platform.
"Client Admin" means an Authorized User with administrative privileges for the Client's Tenant, including the authority to sign legal documents, manage users, and configure the workspace.
"Client Data" means all data, content, and materials uploaded, submitted, or stored on the Platform by or on behalf of the Client, including but not limited to SKU data, product images, PDF specification sheets, marketing assets, metadata, and product information.
"Confidential Information" means any non-public business, technical, or financial information disclosed by one Party to the other in connection with this Agreement, whether disclosed orally, in writing, or by any other means.
"Effective Date" means the date on which this Agreement becomes binding, as indicated by the Client Admin's digital signature via the Legal Vault.
"Eternal Link" means a persistent, publicly accessible URL generated by the Platform that resolves to a specific Client asset (image, document, or other file) and is accessible without authentication by any third party, including distributors and end consumers.
"Legal Vault" means the Platform's document management system that captures digital signatures and archives signed agreements with S3 Object Lock (Write Once Read Many) immutable protection.
"Order Form" means any order document, statement of work, or subscription confirmation executed by the Parties that references this Agreement and specifies the applicable Subscription Plan, fees, and term.
"Party" means SSMS or the Client individually; "Parties" means SSMS and the Client collectively.
"Platform" means the Smart SKU Management System web application (app.smartskumanagementsystem.com) and all associated services, APIs, and infrastructure operated by SSMS, providing Product Information Management (PIM) and Digital Asset Management (DAM) capabilities.
"Privacy Policy" means the SSMS Privacy Policy, as published on the Platform and the SSMS marketing site (smartskumanagementsystem.com), and as amended from time to time in accordance with Section 20 of this Agreement.
"Public Link Engine" means the public, customer-facing asset-delivery path by which Client assets are served to third parties via Eternal Links.
"SKU" means a Stock Keeping Unit — a unique identifier assigned to a distinct product or product variant within the Platform.
"Standard User" means an Authorized User with operational access to the Platform as defined by the permissions assigned by the Client Admin.
"Subscription Plan" means the service tier selected by the Client (Starter, Pro, or Business), which determines the applicable fees, SKU limit, included bandwidth allowance, and features, as set out in the Billing Terms.
"Tenant" means the Client's isolated environment within the Platform, consisting of a dedicated database, dedicated storage prefix, and dedicated identity-provider organization, ensuring complete separation of Client Data from all other clients.
"Viewer" means an Authorized User with read-only access to the Platform as defined by the permissions assigned by the Client Admin.
2.1 This Agreement is entered into between Manuel Delorme, an individual carrying on business as a sole proprietorship (entreprise individuelle) under the registered trade name « Smart SKU Management System », registered in the Québec enterprise register under NEQ 2281430332, with a place of business at 305-2370, rue Belvédère Sud, Sherbrooke, Québec, J1H 0N8, Canada ("SSMS"), and the Client organization identified during account registration and confirmed at the time of digital signature. The Parties acknowledge that SSMS is a sole proprietorship: all obligations, liabilities, and rights of SSMS under this Agreement are those of Manuel Delorme personally, and no separate corporate entity, limited-liability shield, officers, or directors exist.
2.2 Formation of the Agreement. This Agreement becomes binding when the Client manifests assent by either of the following methods, each of which constitutes the Client's electronic signature and agreement to be bound:
(a) Self-serve click-wrap. Before payment, the signer is presented with this Agreement (together with the Privacy Policy, Data Processing Agreement, and Acceptable Use Policy) in a conspicuous manner and affirmatively accepts it by an explicit, not-pre-checked action (for example, checking an unchecked box and selecting "I agree"). SSMS records the document version, a hash of the accepted text, and the signer's IP address and timestamp as an immutable record of consent. The Client acknowledges that this is a standard-form agreement presented on a take-it-or-leave-it basis, that it had a reasonable opportunity to read it before accepting, and that the limitation-of-liability (§14), indemnification (§15), and "as-is" (§13) provisions were drawn to its attention before acceptance; or
(b) Operator-assisted signature. The Client Admin executes this Agreement via the Legal Vault digital-signature process.
2.3 The signed copy of this Agreement is archived immutably in the Legal Vault and constitutes the authoritative record of the Parties' consent.
3.1 SSMS provides the Platform as a multi-tenant, cloud-based Software-as-a-Service application for Product Information Management (PIM) and Digital Asset Management (DAM). The Platform enables the Client to:
(a) manage and organize product data, including SKU records, product specifications, and associated metadata;
(b) store, manage, and distribute digital assets, including product images, PDF specification sheets, and marketing materials;
(c) generate and manage Eternal Links for public distribution of product assets to third parties, including distributors and end consumers; and
(d) access reporting, analytics, and collaboration features as included in the applicable Subscription Plan.
3.2 The following are expressly not included in the Services unless otherwise agreed in writing:
(a) custom software development, integrations, or bespoke features beyond those included in the applicable Subscription Plan;
(b) data entry, content creation, content curation, or content accuracy verification;
(c) uptime service-credit SLAs, except the capped Business-plan service credit provided in the Service Level Agreement (see Section 3.3); no other monetary service-credit remedies are included in this Agreement;
(d) legal, regulatory, or compliance advice of any kind; and
(e) data migration from third-party systems, unless included in the scope of onboarding services for the applicable Subscription Plan.
3.3 Service Levels. SSMS targets an uptime of ninety-nine and nine tenths percent (99.9%) for the Public Link Engine and the Admin UI, measured monthly on a calendar-month basis (the "Uptime Target"), consistent with the platform's Non-Functional Requirement NFR8. The Uptime Target is a performance commitment; except as provided in the Service Level Agreement for Business-plan subscriptions, it is not an SLA that carries monetary credit remedies. Operational telemetry is maintained per Section 3.4 (Observability). Scheduled maintenance windows, force-majeure events (Section 16), and Subprocessor outages outside SSMS's reasonable control are excluded from uptime measurement. For subscriptions on the Business plan, the Service Level Agreement (incorporated by reference) additionally provides a capped service-credit remedy for the Public Link Engine, as set out in that document.
3.4 Observability. SSMS maintains continuously-updated operational dashboards and alarm thresholds for Platform availability, error rates, and latency, consistent with NFR45. Alarm-threshold ratification is a go-live gate for each new production tenant.
4.1 The individual executing this Agreement on behalf of the Client represents and warrants that they:
(a) are duly authorized to act on behalf of the Client organization;
(b) have the legal capacity and the organizational authority — whether as the Client's authorized representative, or as the individual or sole proprietor who is the Client — to bind the Client to this Agreement; and
(c) have obtained all necessary internal approvals required to enter into this Agreement.
4.2 SSMS relies on the foregoing representations in entering into this Agreement. If the individual executing this Agreement lacks the authority described in Section 4.1, such individual shall be personally liable for the Client's obligations hereunder until such time as a duly authorized representative ratifies this Agreement.
4.3 The Client shall designate at least one Client Admin who shall serve as the primary point of contact for account management and legal communications.
5.1 The Platform is offered on three subscription plans — Starter, Pro, and Business. Each plan's SKU limit, included monthly bandwidth allowance, monthly and annual price (in Canadian dollars), user allotment (unlimited on all plans), and all billing mechanics are set out in the Billing Terms, which are incorporated by reference into this Agreement.
5.2 Fees may change in accordance with the Billing Terms and Section 20 (Modifications to Terms).
5.3 SKU, storage, and bandwidth limits applicable to each plan are enforced as described in the Billing Terms; bandwidth used above a plan's included allowance is billed as overage per the Billing Terms.
5.4 All fees are stated in Canadian Dollars (CAD) unless otherwise specified in the applicable Order Form.
6.1 Billing Cycles. The Client may select a monthly or annual billing cycle, as specified at the time of subscription or in the applicable Order Form.
6.2 Payment. Subscription fees and overages are charged in advance to the payment method on file via the Platform's payment processor, as set out in the Billing Terms. SSMS does not store payment-card numbers.
6.3 Late Payment. If the Client fails to make any payment when due:
(a) SSMS may charge interest on the overdue amount at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less, calculated from the due date until the date of actual payment;
(b) SSMS may suspend the Client's access to the Platform, following the failed-payment notification and dunning process set out in Billing Terms Section 6 (active → grace → suspended), until all outstanding amounts are paid in full; and
(c) the Client shall reimburse SSMS for all reasonable costs of collection, including legal fees.
6.4 Auto-Renewal. Both monthly and annual subscriptions renew automatically for successive periods of the same length until cancelled through the customer billing portal, as set out in the Billing Terms. Cancellation is effective at the end of the then-current billing period.
6.5 Overage Handling. Bandwidth overage is metered automatically and billed per Billing Terms Section 5.2 (itemised on the following invoice); no cure period applies to metered bandwidth usage. If the Client exceeds the included SKU count, storage capacity, or other non-bandwidth capacity thresholds defined by the applicable Subscription Plan:
(a) SSMS shall notify the Client promptly upon detection of the overage;
(b) the Client shall have fifteen (15) days from the date of notification to either reduce usage to within plan limits or upgrade to a Subscription Plan that accommodates the increased usage; and
(c) if the Client does not resolve the overage within the fifteen-day period, SSMS may apply overage charges at the rates specified in the Billing Terms or in the applicable Order Form, retroactive to the date the overage commenced.
6.6 Downgrade Restrictions. The Client may request a downgrade to a lower Subscription Plan through the customer billing portal, as set out in Billing Terms Section 8.2. Downgrades are effective at the start of the next billing period and are contingent upon the Client's usage falling within the limits of the lower plan.
6.7 Taxes. All fees are exclusive of applicable taxes. SSMS calculates, itemises, and collects applicable Canadian GST/HST and QST on invoices in accordance with the Billing Terms. The Client is responsible for all other governmental charges applicable to the transactions contemplated by this Agreement, except for taxes based on SSMS's net income.
6.8 Billing Terms Govern. The Billing Terms are incorporated by reference and govern the details of pricing, billing cycles, the free trial, taxes, overages, dunning, cancellation, and the post-cancellation data-retention window. In the event of a conflict between this Section 6 and the Billing Terms on a billing matter, the Billing Terms govern.
7.1 Guided Setup — No Onboarding Fee. The Platform is self-serve, with guided onboarding built into the product. SSMS does not charge a separate onboarding or setup fee.
7.2 Optional professional-services assistance, where SSMS offers it, is available at SSMS's then-current rates and only where separately agreed in writing.
8.1 SSMS may, at its sole discretion, offer promotional or reduced-rate pricing arrangements to the Client. Any such arrangement shall be documented in writing (including in the applicable Order Form or a separate promotional agreement).
8.2 Promotional pricing shall apply for the duration specified in the applicable documentation. Upon expiration of the promotional period, the Client's subscription shall automatically convert to the standard rate for the applicable Subscription Plan, unless:
(a) the Parties agree in writing to an extension of the promotional terms; or
(b) the Client terminates the subscription in accordance with Section 18 prior to the conversion date.
8.3 SSMS shall provide the Client with at least thirty (30) days' written notice prior to the conversion from promotional to standard pricing.
9.1 Client Ownership. The Client retains all right, title, and interest in and to all Client Data uploaded, submitted, or stored on the Platform. Nothing in this Agreement transfers ownership of Client Data to SSMS.
9.2 SSMS Ownership. SSMS retains all right, title, and interest in and to the Platform, including all software, infrastructure, documentation, user interfaces, algorithms, and all improvements, modifications, and derivative works thereof. SSMS also retains ownership of aggregated, anonymized analytics derived from Platform usage data that does not identify any individual Client or Authorized User.
9.3 License to SSMS. The Client grants SSMS a limited, non-exclusive, royalty-free license to host, store, process, transmit, and display Client Data solely for the purpose of providing the Services under this Agreement. This license terminates upon termination of this Agreement, subject to Section 19 (Post-Termination Data Handling).
9.4 License to Client. SSMS grants the Client a limited, non-exclusive, non-transferable, revocable license to access and use the Platform during the term of this Agreement, solely for the Client's internal business purposes and in accordance with the applicable Subscription Plan.
9.5 No Other Rights. Except as expressly set forth in this Agreement, neither Party grants the other any rights, licenses, or interests in its intellectual property.
10.1 Tenant Responsibility. The Client is responsible for all activity conducted under its Tenant, including all actions performed by its Authorized Users. SSMS shall not be liable for any loss or damage arising from the Client's failure to manage its Tenant, users, or access controls.
10.2 Credential Security. The Client is solely responsible for maintaining the confidentiality and security of all login credentials, API keys, and access tokens associated with its Tenant. The Client shall:
(a) ensure that credentials are not shared between individuals;
(b) implement reasonable security measures to prevent unauthorized access; and
(c) promptly notify SSMS of any suspected or actual unauthorized access to the Client's Tenant.
10.3 User Management. The Client Admin is responsible for provisioning, managing, and deprovisioning Authorized Users in accordance with the applicable Subscription Plan limits. The Client is responsible for ensuring that each Authorized User complies with this Agreement.
10.4 Content Accuracy. The Client is solely responsible for the accuracy, completeness, legality, and appropriateness of all Client Data uploaded to the Platform. SSMS does not review, verify, or validate Client Data.
11.1 The Client's use of the Platform is subject to the Acceptable Use Policy ("AUP"), which is incorporated herein by reference and forms an integral part of this Agreement.
11.2 The AUP is available at https://app.smartskumanagementsystem.com/legal/aup.html and defines prohibited content, prohibited activities, enforcement procedures, and fair use guidelines.
11.3 SSMS reserves the right to suspend or terminate the Client's access to the Platform for violations of the AUP, in accordance with the enforcement procedures set forth therein.
11.4 The Client shall ensure that all Authorized Users are aware of and comply with the AUP. The Client is liable for any AUP violations committed by its Authorized Users.
12.1 The Platform enables the Client to generate Eternal Links — persistent, publicly accessible URLs that resolve to specific Client assets. Eternal Links are accessible without authentication by any third party, including distributors and end consumers.
12.2 SSMS provides the Eternal Link resolution infrastructure only. SSMS does not control, review, verify, or guarantee the accuracy, completeness, legality, or appropriateness of the content served through Eternal Links.
12.3 The Client is solely responsible for all content served through Eternal Links, including ensuring that such content is accurate, current, non-infringing, and compliant with applicable law.
12.4 Any third party accessing an Eternal Link does so subject to the terms of this Agreement to the extent applicable. Access to content via Eternal Links constitutes implied acceptance of the following terms:
(a) the content is provided "as-is" without any warranty of any kind;
(b) SSMS disclaims all liability for the accuracy, completeness, or fitness for any purpose of the content;
(c) SSMS provides the resolution infrastructure only and is not the content owner or publisher; and
(d) all inquiries regarding content accuracy or appropriateness should be directed to the content owner (the Client).
13.1 THE PLATFORM AND ALL SERVICES ARE PROVIDED "AS-IS" AND "AS-AVAILABLE," WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OF ANY KIND.
13.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SSMS EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO:
(a) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT;
(b) WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE;
(c) ANY WARRANTY THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
(d) ANY WARRANTY REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT OR DATA AVAILABLE THROUGH THE PLATFORM; AND
(e) ANY WARRANTY THAT THE PLATFORM WILL MEET THE CLIENT'S REQUIREMENTS OR EXPECTATIONS.
13.3 SSMS's Uptime Target set out in Section 3.3 is a performance commitment, not a warranty. The Platform may be subject to scheduled and unscheduled downtime, maintenance, and updates.
13.4 The Client acknowledges that it has independently evaluated the Platform and has not relied on any representation or warranty not expressly set forth in this Agreement.
14.1 Aggregate Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SSMS'S TOTAL AGGREGATE LIABILITY TO THE CLIENT FOR ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO SSMS IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
14.2 Exclusion of Damages. IN NO EVENT SHALL SSMS BE LIABLE TO THE CLIENT OR ANY THIRD PARTY FOR ANY:
(a) INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES;
(b) PUNITIVE OR EXEMPLARY DAMAGES;
(c) LOSS OF PROFITS, REVENUE, BUSINESS, OR ANTICIPATED SAVINGS;
(d) LOSS OF DATA OR DATA CORRUPTION (EXCEPT AS EXPRESSLY PROVIDED IN THE DATA PROCESSING AGREEMENT);
(e) LOSS OF GOODWILL OR REPUTATION; OR
(f) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF SSMS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.3 Essential Basis. The limitations and exclusions set forth in this Section 14 reflect a reasonable allocation of risk between the Parties and form an essential basis of the bargain between them. The fees charged by SSMS reflect this allocation of risk, and SSMS would not enter into this Agreement without these limitations.
14.4 Applicability. The limitations in this Section 14 apply to the fullest extent permitted by the laws of the Province of Quebec and the federal laws of Canada applicable therein. To the extent that applicable law does not permit certain limitations, SSMS's liability shall be limited to the minimum extent permitted by law.
14.5 Standard-Form Acknowledgment. The Client acknowledges that the limitations and exclusions in this Section 14, and the indemnities in Section 15, were presented conspicuously and drawn to the Client's attention before the Client accepted this Agreement (Section 2.2); that they are not abusive or unexpected in a business software-as-a-service agreement of this kind; and that they form part of the basis on which SSMS, as a sole proprietorship, is able to offer the Platform at the stated fees.
15.1 Client Indemnification of SSMS. The Client shall indemnify, defend, and hold harmless SSMS (being Manuel Delorme), together with his employees, contractors, agents, and representatives, from and against any and all claims, demands, liabilities, losses, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with:
(a) Client Data, including but not limited to claims of intellectual property infringement, inaccurate product data, defamatory content, or illegal material;
(b) the Client's use of the Platform in violation of this Agreement, the AUP, or applicable law;
(c) any claim by a third party (including distributors accessing Eternal Links) related to the accuracy, completeness, or legality of Client Data;
(d) the Client's failure to obtain necessary rights, permissions, or consents for content uploaded to the Platform; and
(e) any breach of the Client's representations and warranties under this Agreement.
15.2 Indemnification Procedure. SSMS shall:
(a) promptly notify the Client of any claim for which indemnification is sought;
(b) provide the Client with reasonable cooperation in the defense of such claim; and
(c) grant the Client sole control of the defense and settlement of such claim, provided that the Client shall not settle any claim in a manner that imposes any obligation or liability on SSMS without SSMS's prior written consent.
16.1 Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement (other than payment obligations) to the extent such failure or delay is caused by events beyond the Party's reasonable control, including but not limited to:
(a) failures, outages, or disruptions of third-party infrastructure providers, including Amazon Web Services (AWS);
(b) natural disasters, including earthquakes, floods, hurricanes, and pandemics;
(c) acts of government, including regulatory changes, sanctions, embargoes, and orders;
(d) acts of war, terrorism, civil unrest, or sabotage;
(e) failures of telecommunications networks, internet service providers, or power supply;
(f) cyberattacks, including distributed denial-of-service (DDoS) attacks, ransomware, or other malicious activities directed at third-party infrastructure; and
(g) labour disputes, strikes, or shortages of materials.
16.2 The affected Party shall provide prompt written notice to the other Party describing the force majeure event and its expected duration, and shall use commercially reasonable efforts to mitigate the effects and resume performance.
16.3 If a force majeure event continues for more than sixty (60) consecutive days, either Party may terminate this Agreement upon written notice without liability, subject to Section 19 (Post-Termination Data Handling).
17.1 Obligations. Each Party agrees that, during the term of this Agreement and for a period of three (3) years following its termination or expiration, it shall:
(a) hold the other Party's Confidential Information in strict confidence;
(b) not disclose the other Party's Confidential Information to any third party except as expressly permitted herein; and
(c) use the other Party's Confidential Information only for the purpose of performing its obligations or exercising its rights under this Agreement.
17.2 Permitted Disclosures. A Party may disclose the other Party's Confidential Information:
(a) to its employees, contractors, and professional advisors who have a need to know and are bound by confidentiality obligations no less protective than those in this Section 17;
(b) as required by applicable law, regulation, or court order, provided that the disclosing Party gives the other Party prompt written notice (to the extent legally permissible) to allow the other Party to seek a protective order; and
(c) with the prior written consent of the disclosing Party.
17.3 Exclusions. Confidential Information does not include information that:
(a) is or becomes publicly available through no fault of the receiving Party;
(b) was in the receiving Party's possession prior to disclosure, without obligation of confidentiality;
(c) is independently developed by the receiving Party without use of or reference to the disclosing Party's Confidential Information; or
(d) is received from a third party lawfully in possession of such information without restriction on disclosure.
18.1 Term. This Agreement commences on the Effective Date and continues for the initial term specified in the applicable Order Form or, in the absence of an Order Form, for the duration of the selected billing cycle (monthly or annual), subject to auto-renewal as described in Section 6.4.
18.2 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party:
(a) commits a material breach of this Agreement and fails to cure such breach within thirty (30) days of receiving written notice specifying the breach; or
(b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes the subject of bankruptcy or liquidation proceedings.
18.3 Termination for Convenience. Either Party may terminate this Agreement for convenience by written notice, effective at the end of the then-current billing period. The Client may alternatively cancel at any time through the customer billing portal as set out in the Billing Terms, with cancellation effective at the end of the then-current billing period; portal cancellation satisfies the notice requirement of this Section.
18.4 Suspension. SSMS may suspend the Client's access to the Platform, in whole or in part, without liability:
(a) if the Client fails to pay any undisputed fees when due, following the dunning process referenced in Section 6.3(b);
(b) if the Client or any Authorized User violates the AUP, pending investigation and resolution;
(c) if SSMS reasonably determines that the Client's use of the Platform poses a security risk to the Platform, other clients, or third parties; or
(d) as required by applicable law or court order.
18.5 Effect of Termination. Upon termination or expiration of this Agreement:
(a) the Client's right to access and use the Platform shall immediately cease;
(b) SSMS shall handle Client Data in accordance with Section 19;
(c) all outstanding fees for the period up to and including the termination date shall become immediately due and payable; and
(d) the provisions identified in Section 25.3 (Survival) shall survive termination.
19.1 Data Export Period. Following the effective date of termination or expiration of this Agreement, SSMS shall make the Client's data available for export for a period of thirty (30) days (the "Export Period"). During the Export Period:
(a) the Client may request an export of all Client Data in standard, machine-readable formats;
(b) SSMS shall provide reasonable assistance to facilitate the data export; and
(c) access to the Platform shall be limited to data export activities only.
19.2 Deletion. Upon expiration of the Export Period, SSMS shall permanently delete all Client Data from the Platform, including from all active systems, databases, and storage. SSMS shall provide the Client with written certification of deletion upon request.
19.3 Exceptions. SSMS may retain copies of Client Data to the extent required by applicable law, regulation, or for the purpose of maintaining compliance records. Any retained data shall continue to be protected in accordance with the confidentiality and security obligations of this Agreement.
19.4 Data Processing Agreement. The post-termination data handling procedures set forth in this Section 19 are supplemented by the provisions of the Data Processing Agreement.
20.1 Material Changes. SSMS may modify this Agreement from time to time. For material changes — including changes to liability provisions, fee structures, data handling practices, or termination terms — SSMS shall provide the Client with at least thirty (30) days' prior written notice.
20.2 Acceptance. Continued use of the Platform after the expiration of the thirty-day notice period constitutes the Client's acceptance of the modified terms.
20.3 Re-Acceptance Requirement. Material changes may, at SSMS's discretion, require the Client to re-accept the updated Agreement — by either the self-serve click-wrap method or the Legal Vault digital-signature method (Section 2.2) — before continued use. In such cases, the Client is presented with the updated Agreement upon next login.
20.4 Non-Material Changes. SSMS may make non-material changes (formatting corrections, typographical fixes, clarifications that do not alter the substance of any provision) without prior notice. A changelog of all non-material changes shall be maintained and made available upon request.
20.5 Right to Terminate. If the Client does not agree with a material modification, the Client's sole remedy is to terminate this Agreement in accordance with Section 18.3, provided that notice of termination is given within the thirty-day notice period.
21.1 Informal Resolution. The Parties shall first attempt to resolve any dispute arising out of or in connection with this Agreement through good-faith negotiation between their designated representatives. Either Party may initiate this process by delivering written notice to the other Party describing the dispute.
21.2 Mandatory Mediation. If the Parties are unable to resolve the dispute through informal negotiation within thirty (30) days of the initial notice, either Party may refer the dispute to mediation. Mediation shall be conducted:
(a) in the city of Montréal, Province of Quebec;
(b) before a single mediator mutually agreed upon by the Parties, or, failing agreement within fifteen (15) days, appointed in accordance with the rules of the Institut de médiation et d'arbitrage du Québec (IMAQ); and
(c) in the English language, unless the Parties agree otherwise.
21.3 Costs of Mediation. Each Party shall bear its own costs in connection with the mediation, and the Parties shall share equally the fees and expenses of the mediator.
21.4 Litigation. If the dispute is not resolved through mediation within sixty (60) days of the referral, either Party may initiate litigation in the courts of competent jurisdiction as specified in Section 22.
21.5 Injunctive Relief. Notwithstanding the foregoing, nothing in this Section 21 prevents either Party from seeking injunctive or other equitable relief from a court of competent jurisdiction at any time to prevent irreparable harm.
22.1 This Agreement shall be governed by and construed in accordance with the laws of the Province of Quebec and the federal laws of Canada applicable therein, without regard to conflict of laws principles.
22.2 Subject to Section 21 (Dispute Resolution), the Parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Quebec, judicial district of Montréal, for the resolution of any dispute arising out of or in connection with this Agreement.
22.3 The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply to this Agreement.
23.1 Neither Party may assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder to any third party without the prior written consent of the other Party, which consent shall not be unreasonably withheld.
23.2 Exception. Either Party may assign this Agreement without the other Party's consent in connection with:
(a) a merger or consolidation involving the assigning Party;
(b) the acquisition of all or substantially all of the assigning Party's assets or equity interests; or
(c) a corporate reorganization or restructuring of the assigning Party,
provided that the assignee assumes all obligations of the assigning Party under this Agreement and the assigning Party provides written notice to the other Party within thirty (30) days of the assignment.
23.3 Any purported assignment in violation of this Section 23 shall be null and void.
24.1 All formal notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and delivered by email to the designated contact of the receiving Party.
24.2 Notices to SSMS shall be sent to: legal@smartskumanagementsystem.com
24.3 Notices to the Client shall be sent to the email address of the Client Admin on file, or such other address as the Client may designate by written notice.
24.4 A notice is deemed received:
(a) upon confirmed delivery by the sending Party's email system (delivery receipt or equivalent confirmation); or
(b) if delivery cannot be confirmed, forty-eight (48) hours after sending to the correct email address.
25.1 Entire Agreement. This Agreement, together with the Data Processing Agreement, the Acceptable Use Policy, the Privacy Policy, the Billing Terms, the Service Level Agreement (for Business-plan subscriptions), and any applicable Order Forms, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, representations, understandings, and agreements, whether written or oral, relating to such subject matter.
25.2 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, or if modification is not possible, severed from this Agreement. The invalidity, illegality, or unenforceability of any provision shall not affect the validity, legality, or enforceability of the remaining provisions, which shall continue in full force and effect.
25.3 Survival. The following provisions shall survive the termination or expiration of this Agreement: Section 1 (Definitions), Section 9 (Intellectual Property and Content Ownership), Section 13 (Disclaimer of Warranties), Section 14 (Limitation of Liability), Section 15 (Indemnification), Section 17 (Confidentiality), Section 19 (Post-Termination Data Handling), Section 21 (Dispute Resolution), Section 22 (Governing Law and Jurisdiction), and this Section 25.
25.4 Waiver. The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such Party's right to enforce such provision or any other provision in the future. A waiver is effective only if in writing and signed by the waiving Party.
25.5 Relationship of the Parties. The Parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, franchise, or agency relationship between the Parties.
25.6 Headings. The section and subsection headings in this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.
25.7 Counterparts. This Agreement may be executed electronically via the Legal Vault, and such electronic execution shall have the same legal effect as a handwritten signature.
25.8 Language. This Agreement is drafted and executed in the English language. In the event of any conflict between an English version and any translation, the English version shall prevail.
By executing this document via the Legal Vault digital signature process, the Client acknowledges that it has read, understood, and agrees to be bound by these Terms of Service.
| SSMS | Client | |
|---|---|---|
| Organization | Manuel Delorme, o/a « Smart SKU Management System » (sole proprietorship — entreprise individuelle, NEQ 2281430332) 305-2370, rue Belvédère Sud Sherbrooke, QC, J1H 0N8, Canada |
[Client Organization Name] |
| Signatory Name | [Name] | [Name] |
| Title | [Title] | [Title] |
| legal@smartskumanagementsystem.com | [Email] | |
| Date | [Date] | [Date] |
| Digital Signature | [Captured via Legal Vault] | [Captured via Legal Vault] |
This document is archived immutably in the SSMS Legal Vault with S3 Object Lock (WORM) protection. The archived copy constitutes the authoritative record of consent.