Business Terms & Conditions

These Terms and Conditions (“Terms”) form a legally binding agreement between Zivly Technologies Inc. (“Zivly,” “we,” “us,” or “our”) and the Merchant, business entity, or individual (“you” or “Merchant”) accessing or using the Zivly platform including all features, APIs, and services (the “Platform”). If agreeing on behalf of a business entity, you represent that you have authority to bind that entity.

1. Description of the Platform

Zivly is a Software-as-a-Service (SaaS) platform providing cloud-based business management and online booking tools for personal-care businesses in Canada, including salons, barbershops, nail studios, spas, tanning studios, tattoo and piercing shops, pet groomers, and wellness centers.

Zivly is a technology software provider only. Zivly is NOT: a party to any service transaction between you and your clients; an employer of your staff; a financial institution, payment processor, or money services business; a tax advisor or legal advisor; or a professional licensing authority. All business decisions, service delivery, client relationships, pricing, staffing, tax compliance, and regulatory obligations are exclusively your responsibility.

2. Eligibility and Account Registration

To register, you must: (a) be a legally registered business operating in Canada, or a person operating in a business capacity; (b) be at least 18 years of age; (c) provide accurate, current, and complete registration information; (d) promptly update your account information; and (e) have legal authority to enter into binding contracts.

You are responsible for maintaining the confidentiality of your credentials and all activity under your account. Notify us immediately at [email protected] of any suspected unauthorized access. Zivly is not liable for losses resulting from your failure to safeguard credentials. Zivly may reject, suspend, or terminate any account at its sole discretion.

3. Subscription Fees and Billing

3.1 Fees and Billing

Subscription fees are charged monthly in advance in Canadian dollars (CAD) based on your active plan, staff count, and locations. By providing payment information, you authorize recurring monthly charges. Current pricing is published at zivly.ca/pricing.

3.2 Taxes

Applicable federal and provincial taxes (GST, HST, QST, PST) are added based on your registered province of operation as required by law.

3.3 Price Changes

Zivly may change pricing with at least 30 days' written notice to your registered email. Changes take effect at the start of your next billing cycle after the notice period. Continued use after the effective date constitutes acceptance of new pricing.

3.4 Failed Payments

If payment fails, Zivly will notify you and may retry the charge. Accounts outstanding beyond 7 days may be suspended; accounts outstanding beyond 30 days may be terminated. Zivly is not liable for data loss resulting from suspension or termination due to non-payment.

3.5 No Refunds — Service Credits Only

Zivly may, at its sole and absolute discretion, issue account service credits for documented extended unplanned platform outages. Service credits: (a) apply to future subscription billing only; (b) have no cash value whatsoever; (c) are non-transferable and non-redeemable for cash; (d) expire immediately upon account termination; and (e) represent the SOLE AND EXCLUSIVE REMEDY available to Merchant for platform service disruptions, bugs, errors, or unavailability of any kind.

4. Merchant Responsibilities

You are solely and exclusively responsible for:

• All services, products, and transactions you offer to clients through the platform, including quality, accuracy, and delivery;
• Setting, communicating, and enforcing your own cancellation policies, no-show fees, deposit requirements, and refund policies. Zivly does not mediate, intervene in, or bear any responsibility for client disputes;
• Collecting, calculating, configuring, and remitting all applicable taxes (GST/HST/PST/QST). Zivly provides tax tools as a convenience only and is not responsible for your tax compliance, accuracy, or remittance obligations;
• Obtaining all required business licenses, health and safety certifications, and professional qualifications in your province;
• Complying with Canada's Anti-Spam Legislation (CASL) in full, including obtaining and maintaining records of valid consent before sending any commercial electronic messages through Zivly's communication tools;
• All client relationships, complaints, chargebacks, payment disputes, and legal claims arising from your services;
• Ensuring all staff added to your account comply with these Terms;
• Informing your clients that their booking data is processed through the Zivly platform and providing clients with a privacy notice as required by PIPEDA;
• Complying with all applicable employment, human rights, consumer protection, occupational health and safety, and business licensing laws in your province.

5. Acceptable Use

You agree not to use the platform to: violate any applicable law; process illegal transactions; send spam or CASL-non-compliant messages; collect data without lawful basis; upload malware or harmful code; probe platform security without written consent; gain unauthorized access to any system or data; interfere with platform infrastructure; use bots or scraping tools without written authorization; impersonate Zivly or any other person; circumvent access controls; resell or sublicense platform access without Zivly's written consent; or use the platform to build competing products or reverse-engineer Zivly's technology. Violations may result in immediate suspension or termination without refund. See the full Acceptable Use Policy.

6. Payments and Stripe Connect

6.1 Stripe Integration

Payment processing is powered by Stripe, Inc. By enabling payments, you agree to Stripe's Services Agreement, Connected Account Agreement, and Privacy Policy (stripe.com). These agreements are between you and Stripe directly — Zivly is not a party.

6.2 Stripe Connect (Standard)

Each Merchant maintains their own independent Stripe connected account. Client payments flow directly to your Stripe account. Zivly does not hold, pool, or commingle Merchant funds.

6.3 Card Data — Not Stored by Zivly

Zivly does not collect, store, process, or transmit raw payment card data at any time. All cardholder data is handled exclusively by Stripe (PCI DSS Level 1). Zivly stores only Stripe payment-method tokens and connected account identifiers.

6.4 Merchant's Financial Responsibility

You are solely responsible for: all client financial transactions; setting and enforcing refund and cancellation policies; processing client refunds as required by your policies or law; managing chargebacks and disputes through Stripe's process; and maintaining sufficient Stripe account balance to cover refunds and chargebacks. Zivly bears no responsibility for payment disputes, chargebacks, Stripe account holds, or fund withholdings. See the full Merchant Agreement.

6.5 Zivly Is Not a Financial Intermediary

Zivly is not a payment processor, acquiring bank, or money services business. Zivly does not receive, hold, or disburse client payment funds at any point.

7. Service Availability, Maintenance, and Bugs

Zivly makes commercially reasonable efforts to maintain 24/7 availability but does not guarantee uninterrupted, error-free, or timely access. The platform may be unavailable due to: scheduled maintenance; emergency patching; third-party infrastructure failures (DigitalOcean, Stripe, Google, etc.); cyberattacks; or circumstances beyond Zivly's control.

Software bugs, errors, and unexpected behaviour may occur. Report issues to [email protected]. Service interruptions, bugs, and errors do not entitle you to refunds or fee reductions, except as provided in Section 3.5 (service credits only). You are responsible for maintaining your own business continuity procedures during platform downtime.

8. Third-Party Services

The platform integrates with Stripe, Google (Firebase, Maps), DigitalOcean, Resend, Brevo, Sinch, PostHog, and Upstash. Zivly does not control these third parties and is not responsible for their availability, security, terms changes, pricing changes, or any loss arising from their use. Your use of any integrated service is subject to that service's own terms and policies.

9. Intellectual Property

Zivly retains all intellectual property rights in the Platform including software, designs, interfaces, trademarks, and documentation. You receive a limited, non-exclusive, non-transferable, revocable license to access and use the Platform for your internal business purposes during your subscription.

You retain ownership of your uploaded data and content. You grant Zivly a limited license to host, process, and display your content solely to provide the Platform services. You warrant your content does not infringe any third-party rights.

10. Data Ownership and Portability

You own all client data, booking records, and business content you create on the Platform. We recommend you regularly export and back up your data. Zivly does not guarantee data recovery after accidental deletion or account termination, as infrastructure backups are for disaster recovery purposes only and are not a substitute for your own data management.

11. Confidentiality

Each party will hold the other's non-public proprietary information in confidence and not disclose it to third parties without prior written consent, except to employees or contractors who need it to provide the relevant services (subject to equivalent confidentiality obligations), or as required by applicable law or court order. Obligations do not apply to information that is or becomes publicly known through no breach of these Terms, was already known to the receiving party, is independently developed, or is received from a third party without restriction.

12. Disclaimer of Warranties

Zivly expressly disclaims all implied warranties including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, and reliability. Zivly does not warrant that: (a) the Platform will meet your requirements; (b) the Platform will operate uninterrupted or error-free; (c) results will be accurate or reliable; (d) all defects will be corrected; or (e) the Platform is free of viruses or harmful components. Reliance on the Platform for critical business operations is entirely at your own risk.

13. Limitation of Liability

To the maximum extent permitted by applicable Canadian law:

• Aggregate cap. Zivly's total aggregate liability for all claims arising from or related to these Terms or the Platform shall not exceed the total subscription fees actually paid by you to Zivly in the three (3) calendar months immediately preceding the claim.
• Exclusion of consequential damages. In no event shall Zivly be liable for any indirect, incidental, special, exemplary, consequential, or punitive damages, including loss of profits, loss of revenue, loss of data, loss of goodwill, business interruption, or cost of substitute services — even if advised of the possibility of such damages.
• Third-party acts. Zivly is not liable for any acts, omissions, errors, or failures of Stripe, Google, DigitalOcean, Resend, Brevo, Sinch, PostHog, Upstash, or any other third-party service provider.
• Merchant-client disputes. Zivly is not liable for any claim, loss, or damage arising from transactions or disputes between Merchants and their clients.
• Data loss. Zivly is not liable for loss, corruption, or unauthorized access to your data except to the extent directly caused by Zivly's gross negligence or wilful misconduct.

These limitations apply regardless of the form of action — contract, tort, strict liability, or otherwise — and reflect a reasonable allocation of risk forming an essential basis of this agreement. Some jurisdictions do not allow all limitations; in such cases, Zivly's liability is limited to the greatest extent permitted by law.

14. Indemnification

You agree to defend, indemnify, and hold harmless Zivly and its officers, directors, employees, and agents from and against all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising from or relating to: (a) your use of the Platform; (b) your violation of these Terms or any law; (c) any claim by your clients arising from your services, pricing, or conduct; (d) payment disputes or chargebacks from your Stripe account; (e) content you upload that infringes third-party rights; (f) acts or omissions of your staff using the Platform; or (g) your failure to comply with CASL, PIPEDA, or applicable tax law.

15. Force Majeure

Zivly is not liable for failure or delay in performance due to circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic, government actions, war, cyberattacks, power outages, internet disruptions, or third-party infrastructure failures. Zivly will use commercially reasonable efforts to resume performance as soon as practicable.

16. Term and Termination

16.1 Term

These Terms begin at registration and continue month-to-month until terminated.

16.2 Cancellation by You

You may cancel via account settings or by emailing [email protected]. Cancellation takes effect at the end of the current billing cycle. No refund is issued for the remaining period.

16.3 Termination by Zivly

Zivly may suspend or terminate your account with or without notice for: material breach (if uncured within 10 days of written notice); non-payment; conduct harmful to the Platform, other Merchants, or Clients; violation of any law; or if Zivly discontinues the Platform.

16.4 Effect of Termination

Upon termination: (a) your Platform access immediately ceases; (b) outstanding fees become immediately due; (c) all staff access is revoked; (d) your data is retained for 90 days for export, then permanently deleted except data legally required to be retained.

16.5 Survival

Sections 8 (Third-Party Services), 9 (Intellectual Property), 11 (Confidentiality), 12 (Disclaimer of Warranties), 13 (Limitation of Liability), 14 (Indemnification), 17 (Governing Law), and any provision that by its nature should survive, survive termination.

17. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Province of Ontario and federal laws of Canada. Disputes shall first be submitted to good-faith negotiation. If unresolved within 30 days of written notice, either party may submit to binding arbitration administered by the ADR Institute of Canada, seated in Toronto, Ontario, conducted in English. Either party may seek emergency injunctive relief in Ontario courts. You waive any right to participate in a class action lawsuit or class-wide arbitration against Zivly.

18. General Provisions

18.1 Entire Agreement

These Terms, together with the Privacy Policy, Cookie Policy, Acceptable Use Policy, Merchant Agreement, and Data Processing Agreement, constitute the entire agreement between the parties regarding the Platform.

18.2 Amendments

Zivly may modify these Terms with at least 14 days' written notice to your registered email. Continued use after the effective date constitutes acceptance.

18.3 Severability

If any provision is found invalid or unenforceable, it shall be modified to the minimum extent necessary to make it valid, with remaining provisions in full force.

18.4 Waiver

Failure to exercise any right is not a waiver of that right. A waiver of one breach does not waive subsequent breaches.

18.5 Assignment

You may not assign these Terms without Zivly's written consent. Zivly may assign in connection with a merger, acquisition, or asset sale.

18.6 No Partnership or Agency

Nothing in these Terms creates a partnership, joint venture, agency, employment, or franchise relationship between the parties. You are an independent business.

18.7 Notices

Notices from you to Zivly: [email protected]. Notices from Zivly to you: your registered email address. Email notices are deemed received at time of transmission absent error notification.

18.8 Language

The parties confirm their wish that these Terms and all related documents be drafted and interpreted in the English language. Les parties reconnaissent leur volonté expresse que ces conditions et tous les documents connexes soient rédigés en anglais.

19. Contact

Legal inquiries: [email protected]  ·  Support: [email protected]  ·  Website: zivly.ca

© 2026 Zivly Technologies Inc. All rights reserved.