Terms of service

1. This agreement

These terms of service are a contract between Karl Rizk, sole proprietor, the operator of Grizzlee, referred to as "Grizzlee", "we" or "us", and the business that creates a company in Grizzlee, referred to as the "Customer" or "you".

You accept these terms when you check the box on the company form and create the company. The person who does that confirms they have authority to bind the business. Accepting electronically has the same effect as a signature. Grizzlee records the version of these terms accepted, the time and the account that accepted them. You agree that we may give you these terms, notices and invoices electronically.

The data processing agreement forms part of these terms. The privacy policy explains how Grizzlee handles personal information it controls, such as your team's account details. The general terms section sets out which document wins if they conflict.

For businesses only

Grizzlee is for businesses. By accepting these terms you confirm that you are acting for a business, trade or profession and not as a consumer. Do not create a company to use Grizzlee for personal, family or household purposes. To the extent the law allows, laws that protect consumers in consumer contracts, such as Quebec's Consumer Protection Act, do not apply to these terms.

2. Definitions

• "Service" means the Grizzlee dashboard, partner portal, public sign-up, loyalty and game pages, the staff scanner, wallet passes, the HTTP API, the SDKs, the script tag, webhooks and integrations, as offered at any time.
• "Company" means the account a Customer creates in the Service. Programs, partners, rewards, loyalty cards and settings belong to one company.
• "Program" means a referral, affiliate or loyalty program a Customer runs in the Service, including its rewards, prizes and counter game.
• "Team member" means a person you invite to your company with the owner, admin, editor or viewer role.
• "Partner" means a person or business you enroll in a referral or affiliate program, including anyone who joins through your sign-up page.
• "End customer" means a person who buys from you, is referred to you, holds one of your loyalty cards or plays your counter game.
• "Customer data" means the information you, your team, your systems, your partners and your end customers put into the Service for your company, including personal information about them.
• "Personal information" means information about an identifiable individual. It has the same meaning as "personal data" in the data processing agreement.
• "Rewarded order" has the meaning on the pricing page: an order or reported action that earns at least one reward, counted once.
• "Order form" means an order form or written amendment that both parties sign.

3. Accounts and your team

Each person needs their own login with a verified email address. A login can belong to one company as a team member. Partner access to other companies does not count toward that limit.

The person who creates a company becomes its owner. Owners and admins can invite team members and give them roles. Each role grants fixed permissions in the dashboard, and viewers can only read. You are responsible for who you invite, the roles you give them, the staff you add to a loyalty scanner and everything done through your company's logins, paired scanners and API keys.

Keep passwords, scanner PINs and API keys secret. A server API key belongs on your server only. Never put it in a browser page, a mobile app or any code that runs on a device you do not control. Payment amounts must come from your server. Tell us at support@grizzlee.ca without delay if you believe a login or key has been misused, and revoke the key in the dashboard.

Information you give us about your business must be accurate. Keep the contact email on your owner account current, because we send notices there.

4. Your programs and rewards

You decide how your programs work: who can join, what earns a reward, how much it is worth, how long a referral lasts, when rewards need approval and how refunds affect them. Grizzlee calculates rewards from the rules you set and the events your systems or connected stores send. The simulator uses the same reward engine as live events.

When you change a rule, rewards already earned keep the rule that applied when they were earned. A refund adjusts the rewards of the order it refunds and leaves the original ledger entries in place.

Your relationship with partners and end customers

Your programs are between you and your partners and end customers. Grizzlee is not a party to your program terms or to any other agreement between you and them, and is not responsible for performing them. Partners and end customers are not Grizzlee's agents, employees or representatives. Grizzlee does not recruit, vet or supervise partners. Do not present a partner as acting for Grizzlee.

You are responsible for:

• Publishing program terms for your partners and end customers, including how rewards are earned, approved, reversed and paid, and making sure your programs follow the laws that apply to them.
• Your own privacy notice and any other notice the law requires you to give partners and end customers, including that you use Grizzlee.
• The accuracy of the orders, refunds and other events you send. Grizzlee cannot detect an amount that your server reports incorrectly.
• Reviewing rewards before you approve or pay them. Grizzlee's fraud and self-referral checks find patterns. They do not guarantee that a referral is genuine, and they can match a genuine one.
• Decisions you make about partners and end customers, such as approving, rejecting or reversing a reward or removing a partner.

Automatic fraud decisions

Fraud and self-referral checks run automatically on the rules you choose for each program. Self-referral checks are on and set to block unless you change them. A rule set to block stops the reward and any friend incentive at once, without anyone reviewing it, and the Service has no control that reverses a block. A match on an IP address alone never blocks. A rule set to review holds the reward until a team member approves or rejects it. Grizzlee records which rules fired and which kinds of signal matched, and shows them in the dashboard and the API.

Where the law requires it, including section 12.1 of Quebec's Act respecting the protection of personal information in the private sector, you must tell the people affected that a decision about them was made by automated processing, tell them on request what information and main factors led to it, and let them present their views to a person at your business who can review it.

5. Paying partners and taxes

Grizzlee is software that keeps records. It is not a bank, payment processor, money services business or money transmitter. Grizzlee never receives, holds or sends your money or your partners' money, and it does not guarantee that any reward is paid.

You owe your partners the rewards your programs promise them. You pay them yourself, outside Grizzlee, and mark the payout paid, or you ask Grizzlee to create Stripe transfers. A Stripe transfer moves money from your own Stripe balance to the partner's Stripe connected account, under your agreement with Stripe. Stripe, not Grizzlee, moves the money.

Some program settings keep a partner's approved cash or store credit in the partner's Grizzlee wallet. That wallet is a record of what you owe the partner. It holds no money. Wallet cash is paid only when you create a payout and then pay it yourself or send a Stripe transfer.

Credit, discounts and gift cards

Store credit, discounts, coupons, promotion codes, prizes and any gift card or prepaid value you offer as a reward are your obligations. Grizzlee keeps the balance or creates the code your settings require, and your store or checkout honours it. You are responsible for honouring them and for the laws that apply to them, including laws on gift cards, expiry dates, fees and unclaimed property.

Disputes with partners and end customers

Disputes about whether a reward was earned, how much it is worth, when it is paid or whether it should be reversed are between you and the partner or end customer. Grizzlee may give you the records it holds to help you resolve them, but it does not decide them and is not responsible for the outcome.

Taxes and tax reporting

You are responsible for any tax that applies to rewards and payouts, including withholding. You are also responsible for any information return the law requires about payments to partners, such as United States Form 1099 returns and Canadian T4A slips, and for collecting the tax identification numbers and forms those returns need. Grizzlee does not collect tax forms or tax numbers from partners, track reporting thresholds or file returns for you. Partners are responsible for their own taxes on what they earn.

6. Promotions, endorsements and games

Your referral offers, rewards, prizes and counter game are your promotions. You are their promoter and are responsible for making them follow the laws where they run.

Endorsements and marketing claims

Partners promote your business for a reward. You must require them to disclose that connection clearly whenever they recommend you, and take reasonable steps to check that they do. This is required by Canada's Competition Act rules on deceptive marketing, the United States Federal Trade Commission's Guides Concerning the Use of Endorsements and Testimonials in Advertising, and similar laws elsewhere. Your offers, prices, savings and reward claims, and those your partners make for you, must not be false or misleading.

Contests, prizes and games of chance

The counter game awards prizes by chance, or after a timed question or a stopwatch. A referral reward can also work like a prize. Before you turn the game on or offer a prize, check how the law treats it where your end customers live. In Canada this can include the Criminal Code's rules on lotteries, the Competition Act's disclosure rules for contests, and Quebec's rules on publicity contests administered by the Régie des alcools, des courses et des jeux. In the United States it can include state sweepstakes laws. You must provide any official rules, skill-testing question, free method of entry, registration, fee or bond those laws require. The rules sheet the game shows lists the prize odds you set. It is not a complete set of official contest rules.

Reviews and social links

The game can show links to your social media and review pages after a play. Grizzlee never makes a prize depend on following or reviewing. Do not offer anything for a review yourself where the law or the review site forbids it, and follow the laws on consumer reviews, such as the Federal Trade Commission's rule on consumer reviews and testimonials.

7. Messages sent for you

Grizzlee can send email to your partners, such as welcome, reward and payout notices, can email loyalty card holders the link to their card, and can update and notify the Apple Wallet and Google Wallet passes your end customers save. These messages are sent in your business's name, from a Grizzlee address, for your business. You choose which partner emails and wallet messages are on in your settings, and you are responsible for their content, including any text you add.

You are the sender of these messages under anti-spam laws, including Canada's Anti-Spam Legislation, the United States CAN-SPAM Act and European e-privacy rules. Before a message is sent, you must have any consent the law requires. Do not upload or import contact details that you do not have the right to use.

Where the law requires it, each message must identify your business and give your mailing address and a way to contact you. Partner emails show your business name, and replies go to the support email you set. Grizzlee does not add a mailing address, so add yours to the email introduction in your settings where the law requires one.

Grizzlee adds a one-click unsubscribe link to partner emails that are not essential to the program and stops those emails for a partner who unsubscribes. Payout notices are essential and are still sent. Honour every unsubscribe request you receive through other channels within the time the law sets, which is 10 business days under Canada's Anti-Spam Legislation.

Wallet messages that promote your business go only to end customers whose marketing consent the sign-up form records. You are responsible for the wording of that consent and for the content of every message. A card holder can stop these messages by deleting the card or removing the pass. The Service has no other control to withdraw consent, so if a card holder asks you to stop, delete that customer or write to support@grizzlee.ca so we can record it.

8. Acceptable use

You must not use the Service, or let anyone else use it, to:

• Send spam or any message without the consent the law requires, or harvest contact details.
• Commit or help fraud, including fake orders, self-referrals you know are improper, cookie stuffing, reward farming and false refunds.
• Run a pyramid scheme, a multi-level marketing plan that pays for recruiting rather than for sales to real customers, a chain letter, or any program that is illegal where it operates.
• Promote or reward the sale of goods or services that are illegal where they are offered, or run lotteries, contests or games of chance that do not follow the law where your end customers live.
• Mislead partners or end customers about rewards, prices, odds or who is offering them.
• Collect sensitive personal information you do not need, such as health, financial account or government identity numbers, in fields not meant for it.
• Enroll children in a program without the consent of a parent or guardian where the law requires it.
• Break the law, infringe anyone's rights, or violate the terms of Stripe, Shopify, Apple, Google or another service you connect.
• Probe, scan or test the security of the Service without our written permission, get around its limits or access controls, or access another company's data.
• Overload the Service, send automated traffic that is not a normal use of the API, or interfere with other customers.
• Copy, resell or rent the Service, or use it to build a competing product.

Grizzlee may remove content, block traffic or suspend access where it reasonably believes this section has been broken, as described in the suspension section.

9. API, SDKs and integrations

You may use the API and the published SDKs to connect your own systems to your company. The SDK packages are published under the licence named in each package. That licence governs the SDK code. These terms govern your use of the Service through them.

API keys belong to your company. Grizzlee stores only a hash of each server key and shows the full secret once when you create it. We may change or retire API versions. We will give reasonable notice before we remove something your integration uses, unless security or the law requires faster action.

Rate limits and fair use

The Service limits request rates and payload sizes to protect all customers. A request over a limit is refused with an error, and you can retry once the limit resets. We may change limits, and may slow or refuse traffic that is far above normal use for a business of your size, after telling you where we reasonably can.

When you connect Stripe or Shopify, you authorise Grizzlee to read the orders, refunds and related records those connections allow and to act within the access you grant. Those services are run by other companies under their own terms. Grizzlee is not responsible for their availability, their changes or their handling of data.

10. Sandbox, simulations and early features

The sandbox, the simulator, test orders and features we label as beta, preview or early access are provided for evaluation. They may change or be removed without notice, may store data only temporarily and are provided as is, without any commitment of availability or support. Do not put personal information of real people into the sandbox. Simulated results are estimates. Do not use them as a promise to partners.

11. Fees and billing

The pricing page sets the current fees. The referrals and affiliates plan costs $29 USD a month. Each subscription period includes 1,000 rewarded orders, and each rewarded order after that costs $0.005 USD. Loyalty cards, stamps and messages do not count as rewarded orders.

• An owner or admin starts the subscription in Stripe Checkout from the Billing tab in Settings. Grizzlee's own Stripe account bills you. Stripe keeps your card details, and Grizzlee does not see them.
• The subscription renews automatically each month until it is cancelled. The period starts on the day you subscribe.
• Stripe charges the $29 base fee in advance for each period. Usage above the included orders is charged in arrears, on the invoice for the period in which it happened.
• The Billing tab shows an estimate for the calendar month in UTC. Stripe bills by subscription period, so an invoice can cover different days. The Stripe invoice is the record of what you owe.
• Fees exclude taxes. You pay any sales, goods and services, harmonized, value added or similar tax that applies, unless you give us a valid exemption.
• You authorise Grizzlee and Stripe to charge your payment method for these amounts. If a payment fails, the subscription shows as past due or unpaid, Stripe retries the charge, and you must update your payment method.
• We may change the fees with at least 30 days' notice. A change applies from your first billing period that starts after the notice period ends.

Refunds

Fees already paid are not refundable, except where the law requires a refund or we end the service without cause. When you cancel, your plan stays active until the end of the period you paid for.

Billing disputes

Tell us at support@grizzlee.ca within 60 days of a charge if you think it is wrong. We will review the usage records and correct any error.

12. Suspension

We may suspend all or part of your access if:

• a payment is past due and remains unpaid after we have notified you,
• your use breaks the acceptable use rules, or creates a security risk to the Service, another customer or the public,
• we must do so to follow the law or an order from an authority.

Where we reasonably can, we will notify you first and give you time to fix the problem. We limit a suspension to what the problem requires and lift it once the problem is fixed. Fees continue during a suspension caused by you.

13. Cancellation and termination

These terms last while your company exists. You may cancel your subscription at any time with Manage billing on the Billing tab, which opens the Stripe customer portal. Cancellation takes effect at the end of the current subscription period. You keep access until then, and the final invoice includes usage up to that date.

Either party may end these terms by written notice if the other materially breaches them and does not fix the breach within 30 days of notice. We may also end them with 30 days' notice for any reason, or immediately if the law requires it or you seriously or repeatedly break the acceptable use rules.

The company owner can delete the company in the dashboard. Deletion is permanent and ends these terms for that company. If these terms end in another way, you can still export your data for 30 days, and Grizzlee then deletes the company. What deletion removes, and what Grizzlee keeps, is set out in the privacy policy and the data processing agreement.

These sections survive the end of these terms: fees you owe, paying partners and taxes, your data, confidentiality, intellectual property, disclaimer of warranties, limitation of liability, indemnity, governing law and general terms, and any other term that by its nature should survive.

14. Your data

You own Customer data. You give Grizzlee permission to host, copy, process and display it only to provide, secure and support the Service for you, as your instructions and the data processing agreement describe, and as the law requires.

You are responsible for having the right to give Grizzlee Customer data, for telling partners and end customers how their information is used, and for any consent the law requires. Your privacy notice must cover your use of Grizzlee.

Before you delete your company or stop using the Service, export what you need. Loyalty card holders can be exported as a CSV file from the dashboard, and other records can be read through the API. Ask us at support@grizzlee.ca if you need records the dashboard does not export.

15. Confidentiality

Each party will keep the other's non-public business information confidential, use it only for these terms and share it only with people who need it and are bound to keep it confidential. This does not cover information that is public through no fault of the receiving party, was already known to it, or was independently developed. A party may disclose information when the law requires it, after giving notice where the law allows. The data processing agreement governs personal information in Customer data.

16. Intellectual property, feedback and publicity

Grizzlee and its licensors own the Service, including its software, design, documentation and the Grizzlee name and logo. These terms give you a limited, non-exclusive, non-transferable right to use the Service for your business while they are in force. Nothing else is licensed.

You keep the rights to your names, logos and artwork. You give Grizzlee permission to display them in the Service, your sign-up pages, your wallet passes and messages sent for you. You confirm that you have the right to use everything you upload.

If you send us ideas, suggestions or feedback about the Service, you give us a perpetual, irrevocable, worldwide and royalty-free right to use them for any purpose, without any obligation to you. This does not give us any right to your Customer data.

We will not name you as a customer or use your logo in our marketing without your written permission. You can withdraw that permission at any time for future use.

17. Other services

The Service relies on other providers, listed on the subprocessors page, and connects to services you choose, such as Stripe, Shopify, Apple Wallet and Google Wallet. Your use of a connected service is governed by your agreement with its provider. Grizzlee does not control those services and is not responsible for them.

18. Availability and support

We work to keep the Service available, but we do not offer a service level agreement or uptime commitment. The Service may be unavailable during maintenance, releases, outages of our providers or events we cannot control. We may change, add or remove features. We will give notice before removing a feature you depend on where we reasonably can.

Support is by email at support@grizzlee.ca, without a guaranteed response time.

19. Disclaimer of warranties

To the extent the law allows, the Service is provided "as is" and "as available". Grizzlee makes no warranty or condition, express or implied, including of merchantability, quality, fitness for a particular purpose, title or non-infringement, and does not warrant that the Service will be uninterrupted or error free, that reward calculations will match your expectations if your rules or events are wrong, that fraud checks will catch every improper referral or clear every genuine one, or that your programs, promotions or messages meet the laws that apply to them.

20. Limitation of liability

To the extent the law allows, neither party is liable for lost profits, revenue, goodwill or data, or for indirect, incidental, special, consequential or punitive damages, even if it was told they were possible.

To the extent the law allows, each party's total liability arising out of these terms in any 12-month period is limited to the fees you paid Grizzlee in the 12 months before the event giving rise to the claim. If you have paid no fees, Grizzlee's total liability is limited to $100 CAD.

These limits do not apply to your obligation to pay fees, to your indemnity below, or to liability the law does not allow a contract to limit, such as liability for gross or intentional fault under the Civil Code of Québec.

21. Indemnity

You will defend and indemnify Grizzlee and its officers, employees and contractors against claims by third parties, and the resulting losses, damages, fines and reasonable legal fees, arising from your programs, promotions and games, your rewards and payouts or failure to pay them, your partners' marketing for you, messages sent for you, Customer data you had no right to provide, your breach of the acceptable use rules, or your breach of law. Grizzlee will tell you about the claim promptly, let you control the defence and cooperate reasonably at your expense. You may not settle a claim in a way that admits fault for Grizzlee without its consent.

22. Partners who sign in

A partner who creates a Grizzlee login to join a program or use the partner portal is not a Customer. By creating the login, the partner agrees with Grizzlee to keep the login secure and to follow the acceptable use rules, the intellectual property section, the disclaimer of warranties and the governing law section, which apply to the partner as they apply to a Customer. Grizzlee may suspend or close a partner login that breaks them.

Each program belongs to the Customer that runs it. Grizzlee is not a party to it, does not decide or pay rewards and does not guarantee that any reward is paid. Questions about a program, a reward or a payout go to that Customer. The privacy policy explains how Grizzlee handles the login, and the Customer's privacy notice covers program information.

Grizzlee provides the partner portal to partners free of charge. To the extent the law allows, Grizzlee's total liability to a partner is limited to $100 CAD. Nothing in this section removes a right that a partner has under consumer protection law and cannot give up. A partner can ask Grizzlee to delete their login at privacy@grizzlee.ca.

23. Changes to these terms

We may update these terms. For a material change, we will email the owner of each company and post the new version here at least 30 days before it takes effect, unless the change is required by law sooner. Each version has a date and a version number at the top of this page.

If you do not agree to a change, cancel before it takes effect. Continuing to use the Service after that date means you accept the new terms.

24. Governing law and disputes

These terms are governed by the laws of the province of Québec and the federal laws of Canada that apply there, without regard to conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Before starting a legal claim, each party will try in good faith to settle the dispute by written notice and discussion for 30 days. The courts of the judicial district of Montréal, Québec have exclusive jurisdiction, except that either party may seek urgent relief in any competent court.

25. General terms

• These terms, the data processing agreement and any order form are the entire agreement about the Service and replace any earlier discussion or proposal about it.
• If these documents conflict, this order applies: the Standard Contractual Clauses where the data processing agreement incorporates them, then the data processing agreement on the processing of personal information, then an order form, then these terms, then pages these terms link to, such as the pricing page.
• You may not assign these terms without our written consent. We may assign them to an affiliate or to a buyer of our business with notice to you.
• Neither party is liable for delay caused by events beyond its reasonable control, such as outages of internet or hosting providers, natural disasters, war or acts of government. Payment obligations are not excused.
• You will follow the export control and sanctions laws that apply to you. You must not use the Service in a country or region under comprehensive Canadian or United States sanctions, or for a person named on a Canadian, United States or United Nations sanctions list.
• Each party will follow the anti-corruption laws that apply to it, including Canada's Corruption of Foreign Public Officials Act, and will not offer, give or accept a bribe in connection with these terms.
• If a court finds part of these terms unenforceable, the rest continues and the part is applied as closely as the law allows.
• Not enforcing a right is not a waiver of it. The parties are independent contractors. Nobody other than the parties has rights under these terms.
• We send notices to the owner's email address. Send legal notices to legal@grizzlee.ca or by mail to Karl Rizk, sole proprietor, Montréal, Québec, Canada. An email notice is received on the next business day after it is sent.
• Headings are for convenience only. "Including" means including without limitation.
• The parties have expressly required that these terms and all related documents be drawn up in English. Les parties ont expressément exigé que les présentes conditions et tous les documents qui s'y rattachent soient rédigés en anglais.

26. Contact

Karl Rizk, sole proprietor, Montréal, Québec, Canada. Support: support@grizzlee.ca. Privacy: privacy@grizzlee.ca. Legal notices: legal@grizzlee.ca.