Terms of Service

1. Acceptance of these Terms

By creating an LNC account, by clicking “I agree”, by signing an order form that references these Terms, or by accessing or using the Service, you agree to be bound by these Terms and by the Privacy Policy, the Acceptable Use Policy, and the Billing / Refund / Subscription Policy, each of which is incorporated by reference. If you do not agree, do not access or use the Service.

If you have signed a separately negotiated written agreement with LNC, that agreement controls to the extent of any conflict.

2. Eligibility and authority to bind a business

You represent and warrant that:

1. you are at least the age of majority in your jurisdiction;
2. you are an authorized representative of the Customer, with full power and authority to enter into these Terms on the Customer's behalf and to bind the Customer;
3. the Customer is a duly organized business or organization, not an individual consumer;
4. you and the Customer are not barred from receiving services under the laws of Canada, the United States, or any other applicable jurisdiction; and
5. all information you provide in connection with registration is true, accurate, current, and complete, and you will keep it that way.

3. Account registration and security

You are responsible for:

• maintaining the confidentiality and integrity of all credentials used to access the Service, including passwords, API keys, OAuth tokens, and connection tokens to commerce platforms;
• enabling and using any security features that we make available, including multi-factor authentication where supported;
• all activity that occurs under your accounts, except to the extent caused by LNC's gross negligence or wilful misconduct; and
• promptly notifying us at [Security Email] of any actual or suspected unauthorized access to, or unauthorized use of, your account.

4. Description of the Service

LNC is a hosted software platform that allows merchants to connect their commerce systems and to monitor, manage, and report on store operations. Functionality may include account-based admin and client portals; third-party integrations such as Shopify (at launch) and additional platforms over time; ingestion and processing of webhooks and events; syncing and storage of commerce operations data; dashboards, reports, forecasts, alerts, exports, and similar tools; and billing and subscription management.

We may add, modify, or remove features at any time. We will use commercially reasonable efforts to avoid material reductions in core functionality during an active paid subscription term.

5. Third-party integrations and external providers

The Service interoperates with third-party platforms, services, and APIs that LNC does not own or control, including Shopify, payment processors, including Stripe and other payment processors, shipping carriers, fulfillment providers, analytics providers, email providers, and hosting providers (each a “Third-Party Provider”). You acknowledge that:

1. your use of any Third-Party Provider is governed by that provider's own terms and privacy policy, and you are responsible for complying with them;
2. LNC is not responsible for, and disclaims any liability arising from, the acts, omissions, availability, accuracy, security, content, or pricing of any Third-Party Provider;
3. Third-Party Providers may change, throttle, deprecate, suspend, or terminate their APIs, webhooks, scopes, data access, or pricing at any time, and such changes may affect the Service; and
4. you will obtain and maintain all rights, consents, and authorizations required from Third-Party Providers to enable the Service to access and process the relevant data.

6. Shopify and other commerce platform disclaimer

LNC is not affiliated with, endorsed by, or controlled by Shopify Inc. or any other commerce platform. The performance of the Service depends on the availability of those platforms and on the data they make available. LNC does not guarantee uninterrupted, error-free, or real-time data flow from any commerce platform, payment processor, or carrier, and is not liable for delays, errors, omissions, gaps, or losses originating outside the Service.

7. Merchant responsibilities

You are responsible for:

• the operation of your own business, including order acceptance, fulfillment, returns, refunds, tax collection, and customer service;
• compliance with all laws applicable to your business, including consumer protection, privacy, electronic marketing, and product compliance laws;
• the accuracy, legality, and completeness of all data you submit to, or cause to flow through, the Service (“Customer Data”);
• the proper configuration of integrations, including selection of stores and scopes;
• obtaining all consents required from your end customers, employees, and other data subjects whose personal information may be processed by the Service on your behalf;
• assigning and managing user roles within the Service, and revoking access promptly when users no longer require it; and
• exporting or retrieving Customer Data before any termination or downgrade event.

8. Customer Data; ownership and licence

As between the parties, the Customer owns the Customer Data. You grant LNC a non-exclusive, worldwide, royalty-free licence to host, store, process, transmit, copy, display, and otherwise use the Customer Data solely to (a) provide, secure, monitor, and improve the Service; (b) comply with law and respond to lawful requests; and (c) prepare aggregated and de-identified analytics that do not identify you or any individual. You represent and warrant that you have all rights necessary to grant the foregoing licence.

9. Webhooks, syncing, delays, and event processing

The Service relies on webhooks, events, batch syncs, and polling from Third-Party Providers. You acknowledge that webhooks may be delayed, duplicated, reordered, or lost by the source platform; that syncs may be paused, throttled, or rate-limited; that the Service is not a system of record and should not be used as the sole source of truth for legal, tax, accounting, audit, or compliance purposes; and that LNC is not liable for losses arising from event delivery delays, gaps, ordering issues, or platform-side data quality issues.

10. Dashboards, reports, and forecasts

Dashboards, reports, forecasts, exports, and alerts in the Service are operational decision-support tools. They are derived from data supplied by Third-Party Providers and by the Customer, and are provided “as-is” without any warranty of accuracy, completeness, fitness for a particular decision, or predictive power. Forecasts in particular are probabilistic. You should not rely on Service outputs alone for material business, financial, hiring, inventory, tax, or legal decisions.

11. Subscriptions, fees, taxes, renewals, failed payments, cancellations

Subscription plans, fees, billing cycles, and trial terms are set out in the applicable order form, plan selection, or pricing page. The full billing policy is set out in our Billing / Refund / Subscription Policy. Auto-renewal applies unless cancelled; fees are exclusive of taxes; failed payments may result in suspension or downgrade; upgrades take effect immediately, downgrades at the end of the current cycle.

12. Refunds

Except where required by law or as expressly stated in the Billing / Refund / Subscription Policy, all fees are non-refundable.

13. Beta and experimental features

LNC may make pre-release, beta, preview, alpha, “labs”, or experimental features (“Beta Features”) available. Beta Features are provided “as-is”, may be incomplete or unstable, and may be modified or discontinued at any time. Service-level commitments and indemnities do not apply to Beta Features. Use is at your own risk.

14. Acceptable use

You agree to comply with the Acceptable Use Policy, incorporated by reference.

15. Intellectual property

LNC and its licensors own all right, title, and interest in and to the Service, including the underlying software, models, designs, user interfaces, documentation, trademarks, and logos (the “LNC IP”). Except for the limited right to access and use the Service in accordance with these Terms, no licence is granted in the LNC IP. You may not copy, modify, reverse engineer, decompile, disassemble, frame, scrape, or create derivative works of the Service, except to the extent these restrictions are prohibited by applicable law.

16. Feedback

If you submit suggestions, ideas, or other feedback regarding the Service (“Feedback”), you grant LNC a perpetual, irrevocable, worldwide, royalty-free, sublicensable, transferable licence to use the Feedback for any purpose without restriction or compensation, and waive any moral rights in the Feedback to the extent permitted by law.

17. Confidentiality

Each party may receive non-public information of the other (“Confidential Information”). The receiving party will use it only for purposes of the Service, protect it with at least the same degree of care it uses for its own confidential information of like sensitivity (and no less than reasonable care), and not disclose it except to personnel and advisors bound by confidentiality. Customer Data is the Customer's Confidential Information.

18. Privacy

Personal information is handled in accordance with the Privacy Policy. Where LNC processes personal information on behalf of the Customer, the parties agree that LNC acts as a service provider / processor.

19. Service availability and maintenance

LNC will use commercially reasonable efforts to make the Service available. The Service may be unavailable from time to time due to scheduled maintenance, emergency maintenance, Third-Party Provider failures, force majeure, or suspension under these Terms. No specific uptime, response time, or service level is guaranteed except as expressly stated in a separately signed service level agreement.

20. Suspension and termination

LNC may suspend or terminate access for breach of these Terms or any incorporated policy; for continued non-payment past any cure period; for security, legal, or operational risk; or where continuation would violate law or a Third-Party Provider's requirements. On termination, accrued fees remain payable and Customer Data is retained or deleted in accordance with the Privacy Policy and Data Deletion Request Policy.

21. Disclaimer of warranties

To the maximum extent permitted by applicable law, the Service, including any Beta Features, is provided “as is” and “as available”, without warranty of any kind, express or implied, statutory, or otherwise, including any warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, completeness, quality, uptime, error-free or uninterrupted operation, or that data will be preserved, restored, or delivered without delay, loss, or corruption. LNC does not warrant the acts, omissions, content, availability, security, or accuracy of any Third-Party Provider.

22. Limitation of liability

To the maximum extent permitted by applicable law:

1. No indirect damages. Neither party will be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business opportunity, anticipated savings, data, or use, whether in contract, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damages.
2. Aggregate cap. Each party's total aggregate liability arising out of or relating to these Terms will not exceed the greater of (a) the fees actually paid by the Customer to LNC under these Terms in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred Canadian dollars (CAD $100).
3. Carve-outs. The foregoing limitations do not apply to: (i) a party's indemnification obligations; (ii) a party's breach of confidentiality; (iii) Customer's payment obligations; (iv) infringement or misappropriation of the other party's intellectual property rights; or (v) liability that cannot be limited under applicable law.

23. Indemnification by Customer

You will defend, indemnify, and hold harmless LNC and its affiliates, and their directors, officers, employees, and agents, from and against any third-party claim and related losses, damages, liabilities, costs, and reasonable legal fees, arising out of or relating to: (a) your or your users' use of the Service in breach of these Terms; (b) the Customer Data, including any allegation that it infringes or misappropriates any third party's rights or violates any law; (c) your products, services, business operations, marketing communications, or dealings with your end customers; (d) your breach of any representation, warranty, or obligation; or (e) your violation of any Third-Party Provider terms (including Shopify partner or platform terms).

24. Dispute resolution

24.1 Informal negotiation

Before initiating any formal proceeding, the parties will first attempt to resolve the dispute in good faith by negotiation for at least thirty (30) days after written notice of the dispute is delivered to [Contact Email].

24.2 Mediation

If the dispute is not resolved within the negotiation period, the parties will attempt confidential non-binding mediation seated in Toronto, Ontario under the rules of the ADR Institute of Canada (or another mediation provider the parties agree on).

24.3 Optional arbitration (B2B only, where enforceable)

If unresolved after mediation, the parties may agree in writing to submit the dispute to final and binding arbitration seated in Toronto, Ontario, administered by the ADR Institute of Canada under its Arbitration Rules, with one arbitrator and the language of English. This Section 24.3 is not a mandatory pre-dispute arbitration clause. Some Canadian provinces (including Ontario and Quebec) restrict the enforceability of mandatory arbitration in consumer contracts; to the extent any user is deemed a “consumer” under applicable law, that user retains all non-waivable rights to bring claims in court.

24.4 Court fallback

Subject to the above, the parties irrevocably submit to the exclusive jurisdiction of the courts located in Toronto, Ontario, Canada for any dispute arising out of or relating to these Terms, except that either party may seek interim or injunctive relief in any court of competent jurisdiction.

24.5 No class actions (where enforceable)

To the maximum extent permitted by applicable law, dispute resolution proceedings will be conducted only on an individual basis and not as a class, collective, or representative action. This does not apply where prohibited by applicable law.

25. Governing law

These Terms are governed by the laws of the Province of Ontario, Canada and the federal laws of Canada applicable in Ontario, without regard to conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

26. U.S. users; province and state-specific rights

If you access the Service from outside Ontario, you do so on your own initiative and are responsible for compliance with local law. Nothing in these Terms is intended to limit any non-waivable right granted to you by the law of your province, state, or country of residence, including consumer protection rights.

Quebec residents: the parties have expressly required that these Terms and all related documents be drawn up in English. Les parties ont expressément exigé que la présente convention et tous les documents qui s’y rapportent soient rédigés en anglais.

California residents: you may have additional rights under the California Consumer Privacy Act / California Privacy Rights Act, described in the Privacy Policy.

27. Miscellaneous

• Changes. We may update these Terms from time to time. Material changes will be notified by email and/or by a prominent notice in the Service at least thirty (30) days before they take effect, except where a shorter period is required for legal or security reasons.
• Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force.
• Assignment. You may not assign these Terms without LNC's prior written consent. LNC may assign in connection with a merger, acquisition, reorganization, or sale of substantially all assets.
• Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond reasonable control.
• No agency. The parties are independent contractors.
• Entire agreement. These Terms, with the policies they reference and any signed order form, are the entire agreement and supersede prior agreements on the same subject matter.

Contact

Legal notices to LNC must be sent to LinkNestCommerce, Winnipeg, MB, Canada, with a copy to [Contact Email]. See the Legal Notices page.